Common use of Interim Operations Clause in Contracts

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).

Interim Operations. (a) Prior From and after the date of this Agreement to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact their business organizations, maintain in effect all existing material qualifications, licenses, permits, approvals and other authorizations referred to in Sections 6.1 and 6.12, keep ------------ ---- available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)their officers and key employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall promptly upon the discovery thereof notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (ivv) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practices. (b) From and after the date of this Agreement to the Effective Time, unless Purchaser has consented in writing thereto, the Company shall not, and shall not declarepermit any of its Subsidiaries to, set aside (i) amend its certificate of incorporation or pay any dividend bylaws or make any other distribution comparable governing instruments; (ii) issue, sell, pledge or payment with respect to register for issuance or sale any shares of its capital stock or other ownership interests interest in the Company (other than regular quarterly cash dividends not issuances of Common Stock in respect of any exercise of Options outstanding on the date hereof) or any of the Subsidiaries, or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to exceed $0.05 per shareacquire or with respect to any such shares of capital stock, or ownership interest, or convertible or exchangeable securities or accelerate any right to convert or exchange or acquire any securities of the Company (other than Options pursuant to Section ------- 5.2(d).) or any of its Subsidiaries for any such shares or ownership interest; ------ (iii) effect

Interim Operations. (a) Prior NYSE Euronext covenants and agrees as to itself and its Subsidiaries that, after the date hereof and until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with its terms, unless NASDAQ OMX and ICE shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement (including with respect to Section 4.14) or except as otherwise set forth in Section 4.1 of the Company NYSE Euronext Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: Letter: (i) shallthe business of it and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice, and NYSE Euronext shall take such actions as are necessary so that (1) if the number of any restricted stock units issued after January 1, 2011 by NYSE Euronext or its Subsidiaries (“NYSE Euronext RSUs”) exceeds the number of any NYSE Euronext RSUs forfeited after January 1, 2011 (any such excess, the “Excess Number”), then NYSE Euronext shall cause each a number of its Significant Subsidiaries to▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ equal to the Excess Number to be settled in cash instead of NYSE Euronext Shares and (2) any stock options issued after January 1, conduct its operations according to their usual, regular and ordinary course 2011 by NYSE Euronext shall be settled in substantially the same manner as heretofore conducted; cash instead of NYSE Euronext Shares; (ii) (A) it shall not issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (B) it shall not amend its Certificate certificate of Incorporation incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)bylaws; (iiiC) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) it shall not (x) except pursuant to the exercise of optionssplit, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, combine or pursuant to the Recapitalization issue any reclassify its outstanding shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (iiD) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) it shall not declare, set aside or pay any type of dividend, whether payable in cash, stock or property, in respect of any capital stock other than the quarterly dividends payable by NYSE Euronext in an amount per share not to exceed its most recent quarterly per share dividend and with the timing of such dividend to be consistent with past practice) or make dividends payable by its direct or indirect wholly owned Subsidiaries to it or another of its direct or indirectly wholly owned Subsidiaries; and (E) it shall not repurchase, redeem or otherwise acquire, or permit any other distribution of its Subsidiaries to purchase or payment with respect to otherwise acquire, any interests or shares of its capital stock, as applicable, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (iii) neither it nor any of its Subsidiaries shall (A) solely except as may be necessary to effect the Internal Reorganization, issue, sell, pledge, dispose of or encumber (v) any shares of, or (w) securities convertible into or exchangeable or exercisable for, or (x) options, warrants, calls, commitments or rights of any kind to acquire, capital stock of any class, as appropriate, or (y) any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with its stockholders on any matter or any other property or assets other than NYSE Euronext Shares issuable pursuant to stock-based awards outstanding on or awarded prior to the date hereof under the NYSE Euronext Stock Plans; (B) other than in the ordinary and usual course of business and consistent with past practice and other than any incurrence of indebtedness that is less than $235,000,000 in the aggregate, incur any long-term indebtedness for borrowed money (including any guarantee of such indebtedness); or (C) make or authorize or commit for any capital expenditures, except for in accordance with the 2011 capital expenditure target for NYSE Euronext that has been provided to NASDAQ OMX and ICE prior to the date of this Agreement or such other capital expenditures targets as may be agreed by NYSE Euronext, NASDAQ OMX and ICE (provided that (1) NYSE Euronext shall be permitted to make or authorize or commit for any capital expenditures in an amount that is between 75% and 110% of its capital expenditure target and (2) if the Effective Time shall not have occurred on or prior to December 31, 2011, then, for purposes of this Section 4.1(a)(iii), NYSE Euronext’s capital expenditure target will be adjusted upwards to take into account the number of days between December 31, 2011 and the Effective Time and assuming that the 2012 capital expenditure target shall be equal to the 2011 capital expenditure target); (iv) neither NYSE Euronext nor any of its Subsidiaries shall (A) terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any Benefit Plan, as the case may be, or any other arrangement that would be a NYSE Euronext Stock Plan if in effect on the date hereof other than offer letters provided to newly hired or promoted employees (but excluding offer letters to executive officers of NYSE Euronext and its Subsidiaries or to employees whose target compensation is in excess of the average compensation of executive officers of NYSE Euronext or its Subsidiaries or of the employees, as the case may be), or (B) except for increases occurring in the ordinary and usual course of business consistent with past practice, increase the salary, wage, bonus or other compensation of any employees or fringe benefits of any director, officer or employee or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (v) neither NYSE Euronext nor any of its Subsidiaries shall lease, license, transfer, exchange or swap, mortgage (including securitizations), or otherwise dispose (whether by way of merger, consolidation, sale of stock or assets, or otherwise) of any material portion of its assets, including the capital stock of Subsidiaries (it being understood that the foregoing shall not prohibit the sale of inventory in the ordinary course of business), except for (A) dispositions of assets that in total have an aggregate fair market value of less than $135,000,000, or (B) transactions between NYSE Euronext and any Subsidiary or transactions between Subsidiaries; (vi) neither NYSE Euronext nor any of its Subsidiaries shall acquire or agree to acquire (whether by merger, consolidation, purchase or otherwise) any Person or assets, in which the expected gross expenditures and commitments (including the amount of any indebtedness assumed) (A) for all such acquisitions exceeds, in the aggregate, $270,000,000 (it being understood that if NYSE Euronext intends to make one or more acquisitions that would exceed such amount, then NYSE Euronext, NASDAQ OMX and ICE will discuss in good faith as to whether to permit such acquisitions based on the best interests of NASDAQ OMX and ICE after the Effective Time), or (B) is reasonably likely, individually or in the aggregate, to materially delay the satisfaction of the conditions set forth in Article V or prevent the satisfaction of such conditions; (vii) except in the ordinary and usual course of business consistent with past practice, neither NYSE Euronext nor any of its Subsidiaries shall (i) settle or compromise any material claims or litigation if such settlement or compromise would involve, individually or together with all such other ownership settlements or compromises, the payment of money by NYSE Euronext or its Subsidiaries of $70,000,000 or more or would involve any admission of material wrongdoing or any material conduct requirement or restriction by NYSE Euronext or its Subsidiaries or (ii) modify, amend or terminate in any material respect any of its Material Contracts or waive, release or assign any material rights or claims thereunder in excess of $70,000,000 individually or in the aggregate; (viii) except to the extent otherwise required by Law, neither NYSE Euronext nor any of its Subsidiaries shall make or change any Tax election, change any method of Tax accounting, file any amended Tax Return, or settle or compromise any audit or proceeding relating to Taxes, in each case, if such action would reasonably be expected to have an adverse effect on NYSE Euronext that is material; or permit any material insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated except in the ordinary and usual course of business; (ix) neither NYSE Euronext nor any of its Subsidiaries shall permit any change in its financial accounting principles, policies or practice (including any of its practices with respect to accounts receivable or accounts payable), except to the extent that any such changes in financial accounting principles, policies or practices shall be required by changes in GAAP; (x) neither NYSE Euronext nor any of its Subsidiaries shall enter into any “non-compete” or similar Contract that would materially restrict the business of NASDAQ OMX Group or ICE Group following the Effective Time; (xi) except as permitted pursuant to Section 4.1(a)(iv), neither NYSE Euronext nor any of its Major Subsidiaries shall enter into any Contract between itself, on the one hand, and any of its employees, officers or directors, on the other hand, if such Contract is not entered into on an arm’s length basis; and (xii) neither NYSE Euronext nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing set forth in Sections 4.1(a)(i) through (xi) if NYSE Euronext would be prohibited by the terms of Sections 4.1(a)(i) through (xi) from doing the foregoing. (b) Each of NASDAQ OMX and ICE covenants and agrees as to itself and its Subsidiaries that, after the date hereof and until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, unless NYSE Euronext shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement or except as otherwise set forth in Section 4.1 of the NASDAQ OMX Disclosure Letter or Section 4.1 of the ICE Disclosure Letter, as the case may be: (i) (A) it shall not amend its certificate of incorporation or bylaws in a manner adverse to the stockholders of NYSE Euronext as opposed to any other holders of its common stock; (B) it shall not split, combine or reclassify its outstanding shares of capital stock; (C) it shall not declare, set aside or pay any type of dividend, whether payable in cash, stock or property, in respect of any capital stock; and (D) it shall not repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase or otherwise acquire, any interests or shares of its capital stock, as applicable, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (ii) it shall not issue, sell, dispose of or grant, or authorize the issuance, sale, disposition or grant of, any shares of any class of its capital stock except (A) for fair market value or (B) upon the vesting of restricted stock units or the exercise of options, warrants, convertible securities or other rights of any kind to acquire any of its capital stock which were issued with an exercise or conversion price of not less than regular quarterly cash dividends the market price at the time of issuance; provided, however, that the foregoing shall not prohibit issuances of common stock, restricted stock units, options or rights as part of normal employee compensation in the ordinary course of business; provided, further, that this subsection (B) shall not prohibit the issuance of capital stock, restricted stock units, options, warrants, convertible securities or other rights in connection with any equity financing contemplated by NASDAQ OMX or ICE, as applicable, in connection with the transactions contemplated by this Agreement; (iii) neither it nor any of its Subsidiaries shall acquire or agree to exceed $0.05 per share)acquire (whether by merger, consolidation, purchase or otherwise) any Person or assets, in which the expected gross expenditures and commitments (including the amount of any indebtedness assumed) is reasonably likely, individually or in the aggregate, to materially delay the satisfaction of the conditions set forth in Article V or prevent the satisfaction of such conditions; (iv) it shall not fail to make in a timely manner any filings with the SEC required under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”) or the Securities Exchange Act of 1934, as amended (including the rules promulgated thereunder, the “Exchange Act”) or the rules and regulations promulgated thereunder; and (v) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing set forth in Section 4.1(b)(i) through (iv) if it would be prohibited by the terms of Section 4.1(b)(i) through (iv) from doing the foregoing.

Interim Operations. (a) Prior Except (i) as required by Applicable Law, (ii) as otherwise expressly contemplated by this Agreement, (iii) as contemplated by the Conversion Agreement or the Conversion, (iv) as required by any Organizational Documents of such entities or (v) as consented to in writing by the Sponsor Parties (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the earlier of the Effective TimeTime or the termination hereof, each CLMT Entity shall (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it, (C) use commercially reasonable efforts to keep in full force and effect all material Permits and all material insurance policies maintained by the CLMT Entities, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement until the earlier of the Effective Time and the termination hereof, except (A) as required by Applicable Law, (B) as otherwise expressly contemplated by this Agreement or the other Transaction Documents or (C) as set forth in Schedule 6.01(b), none of the Company Disclosure Letter CLMT Entities shall, without the prior written consent of the Sponsor Parties (which consent will not be unreasonably withheld, delayed or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: conditioned): (i) shall, and shall cause each adopt or propose any change to any of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course Organizational Documents as in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to effect on the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14; (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify other than the Company grant of any breach awards under the LTIP or issuances of any representation CLMT Common Units upon vesting or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to settlement of awards under the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to LTIP that are outstanding on the date of this Agreement; and Agreement or otherwise granted in compliance with this Agreement in the ordinary course of business consistent with past practices, issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any equity securities of the CLMT Entities, or securities convertible or exchangeable into or exercisable for any shares of such equity securities, or any options, warrants or other rights of any kind to acquire any equity securities or such convertible or exchangeable securities or interests; (iii) split, combine or reclassify any of its equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its equity securities; (iv) shall not declare, set aside or pay any dividend distributions in respect of any of their equity securities or split, combine or reclassify any of their equity securities, other than (A) cash distributions by any Subsidiary of CLMT to CLMT or another Subsidiary of CLMT in the ordinary course of business or (B) cash distributions to their respective equity holders required under their respective Organizational Documents; (v) settle, propose to settle or compromise any action before a Governmental Authority if such settlement, proposed settlement or compromise (A) with respect to the payment of monetary damages, involves the payment of monetary damages that exceed $1,000,000 in the aggregate (together with all other settlements or compromises after the date of this Agreement), net of any amounts covered by insurance that the CLMT Entities expect to be promptly paid by the applicable insurer, (B) that imposes any material equitable or non-monetary relief, penalty or restriction on any CLMT Entity or (C) that would reasonably be expected to affect the rights or defenses available to any CLMT Entity in any related or similar claims that, individually or in the aggregate, are material to the CLMT Entities, taken as a whole; (vi) recommend, propose, announce, adopt or vote to adopt a plan of complete or partial dissolution or liquidation, in each case, that would (A) prevent or materially impede or delay the ability of the Parties to satisfy any of the conditions to, or the consummation of, the transactions set forth in this Agreement or (B) adversely affect in a material way the rights of holders of the securities of any CLMT Entity; (vii) except otherwise permitted under Section 6.01(b)(ix)(x), make any acquisition of any other Person, business or asset or make any loans, advances or capital contributions to, or investments in, any other distribution Person with a value (including assumed debt, which term, for the avoidance of doubt, excludes any asset retirement obligations) in excess of $5,000,000 in the aggregate; (viii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel or payment abandon or otherwise dispose of any of the CLMT Entities’ material assets, product lines or businesses, including any equity interests of any of the CLMT Entities, except (A) in connection with goods or services provided in the ordinary course of business and sales of obsolete assets, or (B) for sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $1,000,000 in the aggregate; (ix) except for (x) transactions solely between or among the Sponsor Parties and/or the CLMT Entities that will not result in any obligation or liability to any party other than the Sponsor Parties and/or the CLMT Entities, and (y) borrowings or loans permitted under the credit facilities of the CLMT Entities existing as of the date hereof, (A) incur, assume or guarantee any indebtedness for borrowed money, (B) issue, assume or guarantee any debt securities, (C) grant any option, warrant or right to purchase any debt securities, or (D) issue any securities convertible into or exchangeable for any debt securities of others, other than any such actions contemplated in (A) through (D), as would not, taken together, result in the incurrence or guarantee of indebtedness or issuance of debt securities with a value in excess of $1,000,000 in the aggregate; (x) make any change to any of their accounting policies or procedures, except as required by changes after the date hereof in accordance with GAAP; (xi) (A) change any material method of Tax accounting, (B) make, change or revoke any material Tax election, (C) settle or compromise any material liability for Taxes, (D) file any materially amended Tax Return, (E) enter into any written agreement with any Governmental Authority with respect to any shares material amount of its capital stock Taxes, (F) surrender any right to claim a refund for any material amount of Taxes, or (G) consent to an extension of the statute of limitations applicable to any material Tax claim or assessment; or (xii) agree, authorize or commit to do any of the foregoing. (c) From the date of this Agreement until the Closing Date, each of CLMT Entities and Sponsor Parties shall promptly notify the other ownership interests Parties in writing of (other than regular quarterly cash dividends i) any event, condition or circumstance that could reasonably be expected to result in any of the conditions set forth in Article V not being satisfied at the Effective Time, and (ii) any material breach by the notifying Party of any covenant, obligation or agreement contained in this Agreement; provided, however, that the delivery of any notice pursuant to exceed $0.05 per share)this Section 6.01(c) shall not limit or otherwise affect the remedies available hereunder to the notified Party.

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as set forth in Section 6.2 of the Company Disclosure Letter or as contemplated by any other provision of this AgreementLetter, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their usual, regular and its ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers and employees, and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); and (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant , any internal monthly reports prepared for or delivered to the exercise Board of options, warrants, conversion rights and other contractual rights existing on Directors after the date hereof and disclosed pursuant monthly financial statements for the Company and its Subsidiaries for and as of each month end subsequent to the date of this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14. (b) Prior to From and after the date of this Agreement until the Effective Time, except as set forth in Section 6.2 of the Purchaser Company Disclosure Letter or as contemplated by this AgreementLetter, unless the Company and the Special Committee have Purchaser has consented in writing thereto, the Purchaser: Company shall not, and shall not permit its Subsidiaries to, (i) shall not issue any shares amend its certificate of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) incorporation or effect any stock split of its capital stockby-laws; (ii) shall promptly notify the Company of any breach of any representation issue, sell or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).pledge any

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company OSI Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser CRA has consented in writing thereto, the Company: OSI: (i) shallShall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) Shall use its commercially reasonable efforts, and shall cause each of its Significant Subsidiaries to use its commercially reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) Shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than Bylaw amendments which are not material to permit OSI or to the consummation of the transactions contemplated by this Agreement); ; (iiiiv) shall Shall promptly notify the Purchaser CRA of any breach of any representation or warranty of OSI of which OSI becomes aware contained herein or any Company OSI Material Adverse Effect; ; (ivv) shall Shall promptly deliver to the Purchaser CRA true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vi) Shall not (w) except pursuant to the conversion of the OSI Convertible Notes, the conversion of the ▇▇▇▇▇▇▇▇ Note, and the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement or in the OSI Reports, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (x) grant, confer or award any option, warrant, conversion right or other right not existing, on the date hereof to acquire any shares of its capital stock (other than the grant of options to acquire an aggregate of up to 15,000 shares of OSI Common Stock pursuant to the terms of the OSI Stock Option Plans at an exercise price of not less than the fair market value of the OSI Common Stock on the date of grant) or grant, confer or award any bonuses or other forms of cash incentives to any officer, director, or employee except consistent with past practice, (y) increase any compensation of its present or future officers, directors, or employees (except for normal increases consistent with past practice or as required under the written terms of an OSI Employment Agreement in effect on or before December 31, 1996); enter into any employment agreement with any present or future employee, officer, or director, or amend any such agreement in any material respect; grant any severance or termination pay to any officer, director or employee other than pursuant to existing severance arrangements and policies of OSI or (z) adopt any new OSI Plan or amend any existing OSI Plan in any material respect; (vii) Shall not (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests, (ii) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (viii) Shall not, and shall not permit any of its Subsidiaries to (A) sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) except in the ordinary course of business, or (B) acquire any business or any substantial portion of the assets of any person except as identified in the OSI Disclosure Letter and acquisitions involving the payment of consideration by OSI not in excess of $10,000,000 for any single acquisition or $25,000,000 in the aggregate (it being understood that OSI will give CRA not less than fifteen (15) days prior notice of the proposed acquisition of any business or any substantial portion of the assets of any person; if such acquisition requires the written consent of CRA under this clause (viii), consent shall not be unreasonably withheld; and CRA shall be deemed to have given such consent if it does not respond within ten (10) days of receipt of the notice contemplated hereby); (ix) Shall not incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments (other than non-controlling investments in the ordinary course of business or other investments permitted pursuant to clause (viii) above) in, any other person other than a wholly owned Subsidiary, or issue or sell any debt securities, other than borrowings under existing lines of credit in the ordinary course of business, in each case in an amount exceeding $1,000,000; (x) Shall not, except as previously approved by the Board of Directors of OSI and identified to CRA prior to the date hereof, or except in the ordinary course of business, make or commit to make capital expenditures other than (A) capital expenditures budgeted for the fiscal year ending December 31, 1997, and (B) capital expenditures (not otherwise included in budgeted capital expenditures referred to in clause (A) above) that may be made by OSI in connection with the acquisitions by OSI or its Subsidiaries permitted under subsection (viii) above; provided such acquisitions would have been permitted under such subsection (viii) if such capital expenditures were deemed to be payment of consideration by OSI in connection therewith; (xi) Shall not mortgage or otherwise encumber or subject to any lien any properties or assets except as would not be reasonably likely to have an OSI Material Adverse Effect; (xii) Shall not make any change to its accounting (including tax accounting) methods, principles or practices, except as may be required by generally accepted accounting principles and except, in the case of tax accounting methods, principles or practices, in the ordinary course of business of OSI or any of its Subsidiaries; (xiii) Shall not and shall not permit any of its Subsidiaries to, enter into any agreement or arrangement with any of their respective Affiliates, other than with wholly-owned Subsidiaries of OSI, on terms less favorable to OSI or such Subsidiary, as the case may be, than could be reasonably expected to have been obtained with an unaffiliated third party on an arm's-length basis; (xiv) Shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for companies engaged in their respective businesses; and (xv) Shall not (i) make or rescind any material express or deemed election relating to taxes, unless it is reasonably expected that such action will not result in an OSI Material Adverse Effect, (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, except where such settlement or compromise will not result in an OSI Material Adverse Effect, or (iii) change in any material respect any of its methods or reporting income or deductions for federal income tax purposes from those employed in the preparation of its federal income tax returns that have been filed for prior taxable years, except as may be required by applicable law or except for changes that are reasonably expected not to result in an OSI Material Adverse Effect. (b) Prior to the Effective Time, except as set forth in the CRA Disclosure Letter or as contemplated by this Agreement, unless OSI has consented in writing thereto, CRA: (i) Shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) Shall use its commercially reasonable efforts, and shall cause each of its Significant Subsidiaries to use its commercially reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) Shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than Bylaw amendments which are not material to CRA or to the consummation of the transactions contemplated by this Agreement); (iv) Shall promptly notify OSI of any breach of any representation or warranty of CRA of which CRA becomes aware contained herein or any CRA Material Adverse Effect; (v) shall Shall promptly deliver to OSI true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vi) Shall not (xw) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this AgreementAgreement or in the OSI Reports, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (yx) grant, confer or award any option, warrant, conversion right or other right not existing existing, on the date hereof to acquire any shares of its capital stockstock (other than the grant of options to acquire an aggregate of up to 15,000 shares of CRA Common Stock pursuant to the terms of the CRA Stock Option Plans at an exercise price of not less than the fair market value of the CRA Common Stock on the date of grant) existing on the date hereof of CRA's stock option plan) or grant, confer or award any bonuses or other forms of cash incentives to any officer, director, or employee except consistent with past practice, (y) increase any compensation of its present or future officers, directors, or employees, (except for normal increases consistent with past practice or as required under the written terms of a CRA Employment Agreement in effect on or before December 31, 1996); enter into any employment agreement with any present or future employee, officer, or director or amend any such agreement in any material respect; grant any severance or termination pay to any officer, director or employee other than pursuant to existing severance arrangements and policies of CRA or (z) adopt any A1-14new CRA Plan or amend any existing CRA Plan in any material respect; (bvii) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests, (ii) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (viii) Shall not, and shall not permit any of its Subsidiaries to (A) sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) except in the ordinary course of business, or (B) acquire any business or any substantial portion of the assets of any person except as identified in the CRA Disclosure Letter and acquisitions involving the payment of consideration by CRA not in excess of $10,000,000 for any single acquisition or $25,000,000 in the aggregate (it being understood that CRA will give OSI not less than fifteen (15) days prior notice of the proposed acquisition of any business or any substantial portion of the assets of any person; if such acquisition requires the consent of OSI under this clause (viii), consent shall not be unreasonably withheld; and OSI shall be deemed to have given such consent if it does not respond within ten (10) days of receipt of the notice contemplated hereby); (ix) Shall not incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments (other than regular quarterly cash dividends non-controlling investments in the ordinary course of business or other investments permitted pursuant to clause (viii) above), in each case in an amount exceeding $1,000,000; (x) Shall not, except as previously approved by the Board of Directors of CRA and identified to OSI prior to the date hereof, or except in the ordinary course of business, make or commit to make capital expenditures other than (A) capital expenditures budgeted for the fiscal year ending December 31, 1997 and (B) capital expenditures (not otherwise included in budgeted capital expenditures referred to in clause (A) above) that may be made by CRA in connection with the acquisitions by CRA or its Subsidiaries permitted under subsection (viii) above; provided such acquisitions would have been permitted under such subsection (viii) if such capital expenditures were deemed to be payment of consideration by CRA in connection therewith. (xi) Shall not mortgage or otherwise encumber or subject to any lien any properties or assets except as would not be reasonably likely to have a CRA Material Adverse Effect; (xii) Shall not make any change to its accounting (including tax accounting) methods, principles or practices, except as may be required by generally accepted accounting principles and except, in the case of tax accounting methods, principles or practices, in the ordinary course of business of CRA or any of its Subsidiaries; (xiii) Shall not and shall not permit any of its Subsidiaries to, enter into any agreement or arrangement with any of their respective Affiliates, other than with wholly-owned Subsidiaries of CRA, on terms less favorable to CRA or such Subsidiary, as the case may be, than could be reasonably expected to have been obtained with an unaffiliated third party on an arm's-length basis; (xiv) Shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for companies engaged in their respective businesses; and (xv) Shall not (i) make or rescind any material express or deemed election relating to taxes, unless it is reasonably expected that such action will not result in a CRA Material Adverse Effect, (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, except where such settlement or compromise will not result in a CRA Material Adverse Effect, or (iii) change in any material respect any of its methods or reporting income or deductions for federal income tax purposes from those employed in the preparation of its federal income tax returns that have been filed for prior taxable years, except as may be required by applicable law, or except for changes that are reasonably expected not to exceed $0.05 per share)result in a CRA Material Adverse Effect.

Interim Operations. (a) Prior to the Effective Time, except as set forth in the The Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, from and after the date hereof until the earliest of the Additional Closing, the end of the Additional Shares Notice Period and the termination of this Agreement (unless Purchaser shall otherwise approve in writing), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law, conduct its operations according to their usual, regular and business in the ordinary course in substantially and, to the same manner as heretofore conducted; (ii) extent consistent therewith, shall not amend use and cause each of its Certificate of Incorporation or Bylaws or comparable governing instruments (other than Subsidiaries to permit use, their respective commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, clients, suppliers, licensors, licensees, distributors, creditors, lessors, employees and agents. From and after the consummation date hereof until the earliest of the transactions contemplated Additional Closing, the end of the Additional Shares Notice Period and the termination of this Agreement, the Company shall provide notice to Purchaser if the Other Investor consents to an action restricted pursuant to Section 3.1(b)(3), (4) or (6)–(10) of the Other Investment Agreement. (b) Without limiting the generality of and in furtherance of the foregoing sentence, from and after the date hereof until the earliest of the Additional Closing, the end of the Additional Shares Notice Period and the termination of this Agreement, except as otherwise expressly required by this Agreement); (iii) shall promptly notify , required by a Governmental Entity or applicable Law, expressly required by the Purchaser terms of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent Contract in effect prior to the date of this Agreement; Agreement (vcorrect and complete copies of which have been made available to Purchaser) or entered into following the date of this Agreement in accordance with the terms of this Section 3.1, as approved in writing by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) or set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to: (x1) adopt or propose any change in its Organizational Documents (other than to correct scrivener’s errors or immaterial or ministerial amendments); (2) merge or consolidate with any other person, except pursuant to for any such transactions solely among wholly owned Subsidiaries of the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this AgreementCompany or in connection with any acquisition permitted by clause (3) below, or pursuant restructure, reorganize or completely or partially liquidate; (3) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or offer to the Recapitalization issue redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock, effect any stock split other equity interests or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer securities convertible or award any option, warrant, conversion right exchangeable into or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to exercisable for any shares of its capital stock or other ownership interests equity interests, in each case except in connection with tax withholding obligations of the Company; or (other than regular quarterly cash dividends not 4) agree, authorize or commit to exceed $0.05 per share)do any of the foregoing.

Interim Operations. (a) Prior to Between the Effective Timedate of this Agreement and the Closing Date or the earlier termination of this Agreement, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter Schedule 7.1 or as contemplated by this Agreement, unless the Company and the Special Committee have Buyer has previously consented in writing theretoor as required by applicable Law, the Purchaser: Acquired Companies will, and TAT and Sellers will cause the Acquired Companies to, (i) shall not issue any shares conduct their operations in the ordinary course of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; business consistent with past practice, (ii) shall promptly notify use commercially reasonable efforts to preserve (A) present business operations, organization (including employees, but specifically excluding officers and directors) and goodwill and (B) present relationships with suppliers and customers having business dealings with the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; Acquired Companies and (iii) shall promptly deliver to maintain all assets and properties of, or used by, the Company true Acquired Companies in their current condition (ordinary wear and correct copies of any reporttear excepted). Without limiting the foregoing, statement or schedule filed with the SEC subsequent to between the date of this Agreement and the Closing Date or the earlier termination of this Agreement; and , except as set forth on Schedule 7.1 or as contemplated by this Agreement, unless Buyer has previously consented in writing, N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd or ▇▇▇▇▇▇ ▇▇▇▇▇ has previously directed (ivwithin their existing authority) or requested, in each case in writing, or as required by applicable Law, no Acquired Company shall, nor shall not declareTAT or Sellers permit any Acquired Company to, set aside do any of the following: (a) incur any indebtedness for borrowed money or pay issue any dividend long-term debt securities or assume, guarantee or endorse such obligations of any other Person, except for indebtedness incurred in the ordinary course of business under lines of credit existing on the date hereof; (b) except in the ordinary course of business, (i) acquire any material property or assets, (ii) mortgage or encumber any material property or assets other than Permitted Liens, or (iii) cancel any debts owed to or claims held by the Acquired Companies; (c) other than in the ordinary course of business, enter into, amend, modify or terminate any Material Contract; (d) (i) enter into, adopt, amend or terminate any agreement relating to the compensation, bonus, benefits provided to or severance of any employee of, or any employee to be transferred at Closing to, any Acquired Company or (ii) terminate without cause the employment of any employee of, or any employee to be transferred at Closing to, any Acquired Company, in each case other than in the ordinary course of business, except to the extent required by Law or any existing agreements; (e) make any other distribution material change to the Acquired Companies’ accounting (including Tax accounting) methods, principles or payment with respect practices, except as may be required by GAAP or changes in Law; (f) make any amendment to any shares of its Acquired Company’s Organizational Documents; (g) issue or sell any capital stock or options, other equity securities, warrants, calls, subscriptions or other rights to purchase any capital stock or other ownership interests equity securities of any Acquired Company of any of its Subsidiaries or split, combine or subdivide the capital stock or other equity securities of an Acquired Company or any of its Subsidiaries; (other than regular quarterly cash dividends h) (i) make, change or revoke any material Tax election, settle or compromise any material Tax claim or liability or enter into a settlement or compromise, or change (or make a request to any taxing authority to change) any material aspect of its method of accounting for Tax purposes, in each case with respect an Acquired Company, (ii) enter into any material closing agreement, or consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of Taxes or (iii) prepare or file any Tax Return related an Acquired Company (or any amendment thereof) unless such Tax Return shall have been prepared in a manner consistent with past practice and Sellers shall have provided Buyer a copy thereof (together with supporting papers) at least ten Business days prior to the due date thereof for Buyer to review and approve (such approval not to exceed $0.05 per sharebe unreasonably withheld or delayed); (i) take any action which would materially and adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; or (j) agree to take any of the actions described in sub-clauses (a) through (i) above. Nothing contained in this Section 7.1 or elsewhere in this Agreement shall preclude any Acquired Company, in the Acquired Company’s sole discretion, from making distributions to its equity holder(s) prior to the Effective Date, and from and after the Effective Date, no Acquired Company shall make any distributions of cash or other assets to its equity holder(s) but shall not be prohibited from making cash management transfers related to expenses of the Acquired Companies paid directly by TAT or any Seller in the ordinary course of business consistent with past practices.

Interim Operations. (a) Prior From the date of this Agreement to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact their business organizations, maintain in effect all existing qualifications, licenses, permits, approvals and other authorizations referred to in Sections 6.1 and 6.14, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)their officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall promptly upon the discovery thereof notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); and (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement, any internal monthly reports prepared for or delivered to the Board of Directors after the 26 31 date hereof and monthly financial statements for the Company and its Subsidiaries for and as of each month end subsequent to the date of this Agreement. (b) From and after the date of this Agreement to the Effective Time, unless Purchaser has consented in writing thereto, the Company shall not, and shall not permit any of its Subsidiaries to, (i) amend its Certificate of Incorporation or Bylaws or comparable governing instruments; (vii) shall not issue, sell, pledge or register for issuance or sale any shares of its capital stock or other ownership interest in the Company (x) except pursuant to the other than issuances of Common Stock in respect of any exercise of options, warrants, conversion rights and other contractual rights existing Options outstanding on the date hereof and disclosed pursuant to this Agreementin the Disclosure Letter) or any of the Subsidiaries, or pursuant any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to the Recapitalization issue acquire or with respect to any such shares of its capital stock, ownership interest, or convertible or exchangeable securities; or accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interest; (iii) effect any stock split or conversion of any of its capital stock or otherwise change its capitalization as it existed exists on the date hereof, other than as set forth in this Agreement or contemplated by a Stockholder Agreement; (yiv) grant, confer or award any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stockstock or take any action, or (z) adopt any A1-14 (b) Prior to the Effective Time, except other than as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue to cause to be exercisable any shares of its capital otherwise unexercisable option under any existing stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stockoption plan; (iiv) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by a wholly-owned Subsidiary); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries; (vii) sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries), except in the ordinary course of business, none of which dispositions individually or in the aggregate will be material; (viii) settle or compromise any pending or threatened Litigation, other than settlements which involve solely the payment of money (without admission of liability) not to exceed $0.05 per share).250,000 in any one case; (ix) acquire by merger, purchase or any other manner, any business or entity or otherwise acquire any assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole, except for purchases of inventory, supplies or capital equipment in the ordinary course of business consistent with past practice; (x) incur or assume any long-term or short-term debt, except for working capital purposes in the ordinary course of business under the Company's existing credit agreement set forth in the Disclosure Letter; (xi) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except wholly owned Subsidiaries of the Company; (xii) make or forgive any loans, advances or capital contributions to, or investments in, any other person; (xiii) make any Tax election or settle any Tax liability; (xiv) waive or amend any term or condition of any confidentiality or "standstill" agreement to which the Company is a party; (xv) grant any stock related or performance awards; (xvi) enter into any new employment, severance, consulting or salary continuation agreements with any newly hired employees other than in the ordinary course of business or enter into any of the foregoing with any

Interim Operations. Except as expressly contemplated hereby, without the prior written consent of Omnipoint, the Company shall conduct its business in all material respects in the ordinary course consistent with past practice and use all reasonable efforts to: (ai) Prior preserve intact its present business organization; (ii) keep available the services of its officers; (iii) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, the Company FCC Licenses, all material licenses and permits that are required for the Company to carry on its business as currently conducted or proposed to be conducted; and (iv) preserve existing relationships with its material partners, lenders, suppliers and others having material business relationships with it so that the business or prospects of the Company shall not be adversely affected in any material respect as of the Effective Time. Further, and without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as set forth in without the prior written consent of Omnipoint, the Company Disclosure Letter or as contemplated by any other provision of this Agreementshall not: (a) subject to Section 6.2, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate certificate of Incorporation incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right bylaws or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14applicable governing instrument; (b) Prior subject to the Effective TimeSection 6.2, except as set forth in the Purchaser Disclosure Letter amend any term of any of its outstanding securities; (c) split, combine, subdivide or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue reclassify any shares of its capital stock at less than fair market value (or other than pursuant to any Purchaser Stock Plans) equity interests or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution (whether in cash, stock or payment property or any combination thereof) in respect of its capital stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its securities, other than the issuance of shares of Company Preferred Stock as dividends on outstanding shares of Company Preferred Stock as of the date hereof in accordance with respect the terms of the Company Preferred Stock; (d) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization; (e) subject to Section 6.2, issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of its capital stock of any class or other ownership equity interests (or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or other equity interests, other than regular quarterly cash the issuance of shares of Company Preferred Stock as dividends on outstanding shares of Company Preferred Stock as of the date hereof in accordance with the terms of the Company Preferred Stock; (f) make any capital expenditures, except for capital expenditures not exceeding $500,000 in the aggregate; (g) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, limited liability company, partnership, other business organization or division thereof, licenses or other assets of any Person, other than in the ordinary course of business; (h) sell, lease, license, encumber or otherwise transfer any assets (including any licenses); (i) incur, assume or guarantee any Indebtedness other than pursuant to exceed $0.05 per share)agreements in effect on the date hereof and listed on the Company Disclosure Schedules; (j) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Liens for Taxes that are not yet due, statutory liens or to secure Indebtedness or other obligations permitted by this Agreement; (k) make any loan, advance or capital contributions to or investment in any Person, or acquire any Investment Interest; (l) enter into any contract or agreement, other than in the ordinary course of business, or relinquish or amend in any material respect any material contract (as defined in Item 601(b)(1) of Regulation S-K of the SEC) to which the Company is a party, other than transactions and commitments contemplated by this Agreement; (n) enter into any agreement or arrangement that materially limits or otherwise materially restricts the Company or any of its Affiliates or any successor thereto or that could, after the Effective Time, limit or restrict any of Omnipoint, the Surviving Corporation or any of its Affiliates, from engaging in the business of providing wireless communications services or developing wireless communications technology anywhere in the world or otherwise from engaging in any other business; (o) enter into any employment, deferred compensation or other similar agreement with any director or officer of the Company or with any other Person; or establish or adopt any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer of the Company or any other Person; increase the compensation, bonus or other benefits payable to any director, or officer of the Company; or amend the terms of any outstanding option or right to purchase shares of Company Common Stock or other capital stock of the Company; (p) change (1) its methods of accounting or accounting practices in any material respect, except as required by concurrent changes in GAAP or by law or (2) its fiscal year; (q) acquire any Investment Interest; (r) settle any material litigation, investigation, arbitration, proceeding or other claim; (s) make any material tax election or enter into any settlement or compromise of any material tax liability; (t) take any action, other than as expressly permitted by this Agreement, that would make any representation or warranty of the Company hereunder inaccurate in any material respect at the Effective Time; or (u) agree or commit to do any of the foregoing.

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeTime of the Merger, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementSchedule, and unless the Purchaser Active has consented in writing thereto, the Company: TransLink: (i) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) To the extent consistent with its business, shall not amend use commercially reasonable efforts to preserve intact its Certificate business organization and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); its officers, employees and contractors and maintain satisfactory relationships with those persons having business relationships with it; (iii) shall Shall promptly notify the Purchaser Active of any Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall Shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation, make payment of cash bonuses to, or enter into or amend any employment agreement with any of its present or future officers, directors, employees or contractors except for normal increases consistent with past practice; (zD) grant any severance or termination package to any employee, contractor or consultant; or (E) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except to the extent required by applicable law or under the terms of this Agreement; (bv) Prior Shall not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, license agreement partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (vi) With the exception of licenses entered into in the ordinary course of business, shall not transfer to any person or entity any rights to the Effective TimeIntellectual Property Rights; (vii) Except in the ordinary course of business, except as with prior notice to Active, shall not violate, amend, or otherwise change the terms of any of the contracts set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless Schedules; (viii) Shall not commence a lawsuit other than for: the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares routine collection of its capital stock at less than fair market value bills (other than pursuant against customers or vendors of Active and its Subsidiaries of which Active or its counsel have received notice); or for injunctive relief on the grounds that TransLink has suffered immediate and irreparable harm not compensable in money damages provided TransLink has obtained the prior written consent of Active, such consent not to any Purchaser Stock Plans) be unreasonably withheld; or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any for breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and ; (ivix) shall Shall not declare, set aside or pay any dividend or make take any other distribution action which could reasonably be expected to cause a major customer or payment supplier or key employee or contractor to terminate its relationship with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).TransLink;

Interim Operations. (a) Prior to the Effective Time, and to allow West Pac and Frontier to coordinate their respective operations between the date hereof and the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementAgreement or by the Frontier Disclosure Schedule, unless the Purchaser West Pac has consented in writing thereto, the Company: Frontier: (i) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) shall Shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its respective officers and employees and maintain satisfactory relationships with those persons having business relationships with it; (iii) Shall not amend its Certificate Articles of Incorporation or Bylaws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall Shall promptly notify the Purchaser West Pac of any material emergency or other material change in its condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its business or of its properties, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (ivv) shall Shall promptly deliver to the Purchaser West Pac true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (vvi) shall Shall not (xA) except pursuant to (I) the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement; (II) the issuance of options or warrants in the ordinary course of business consistent with past practices; or (III) the issuance of Frontier Common Stock in connection with additional equity investments in Frontier permitted under the provisions of this Section 5(a), or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer increase any compensation or award enter into or amend any option, warrant, conversion right or other right not existing on the date hereof to acquire employment agreement with any shares of its capital stockpresent or future officers, directors or employees, except for normal increases consistent with past practice (provided, however, that no such increase shall exceed 5% per annum) and the payment of cash bonuses to officers pursuant to and consistent with existing plans or programs; (C) grant any severance or termination package to any employee or consultant other than in the ordinary course of business consistent with past practices; or (zD) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (bvii) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitments for any such action; (viii) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the Frontier Disclosure Schedule or otherwise permitted hereunder, shall not enter into any material transaction, or agree to enter into any material transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a substantial portion of assets or capital stock, or enter into any additional aircraft lease; provided, however, that the foregoing shall not prohibit Frontier from issuing and selling up to an aggregate of $10,000,000 of shares of Frontier Common Stock, or any securities convertible or otherwise exchangeable into shares of Frontier Common Stock at an issue price, or with respect to convertible or exchangeable securities, a conversion or exchange price, that shall not exceed a thirty percent (30%) discount to the market value of such shares of Frontier Common Stock as of the date of issuance, so long as, (A) the issuance of such shares by Frontier does not contain any provisions impairing West Pac's ability to issue additional securities or incur additional indebtedness before or after the Effective Time; (B) any shares issued by Frontier are not senior to the Series B Preferred or the Series C Preferred after the consummation of the Merger; (C) the issuance of such shares by Frontier shall not impair the ability of either party to consummate the Merger; and (D) in the case of securities convertible or otherwise exchangeable into shares of Frontier Common Stock, appropriate provision is made in the governing documents relating to such securities to give effect to the Merger, including adjustments to the conversion or exchange price consistent with the adjustments for Frontier Options pursuant to Section 1.5 of this Agreement; (ix) Shall not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other than in the ordinary course of its business consistent with past practices, but in no event in an amount exceeding $1,000,000 in the aggregate (other than normal expenditures for the purchase of raw materials or other supplies); provided, however, that Frontier may incur up to an aggregate of $10,000,000 of such indebtedness on commercially reasonable terms with the prior written approval of West Pac, which approval shall not be unreasonably withheld; (x) Shall not make any loans, advances or capital contributions to, or investments in, any other Person, except loans, advances or capital contributions to, or investments in, any of its Subsidiaries or made in the ordinary course of business consistent with past practices; (xi) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the Frontier Disclosure Schedule or otherwise permitted hereunder, shall not make or commit to make any capital expenditures in excess of $500,000 in the aggregate; (xii) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the Frontier Disclosure Schedule or otherwise permitted hereunder, shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any affiliate of Frontier or enter into any transaction with any affiliate of Frontier; (xiii) Shall not alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected; (xiv) Shall not grant or make any mortgage or pledge or subject itself or any of its material properties or assets to any lien, charge or encumbrance of any kind, except (A) statutory liens for taxes not yet due, (B) liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due; and (C) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; (xv) Shall maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect; and (xvi) Shall use commercially reasonable efforts, which shall not require the payment of money or other consideration, to terminate, on or before the Effective Time, that certain Marketing and Code Sharing Agreement, dated as of January 20, 1997 between Frontier and Exec Express II (d/b/a Aspen Mountain Air) and Peak International. (b) Prior to the Effective Time, and to allow West Pac and Frontier to coordinate their respective operations between the date hereof and the Effective Time, except as contemplated by any other provision of this Agreement or by the West Pac Disclosure Schedule, unless Frontier has consented in writing thereto, West Pac: (i) Shall conduct its operations according to their usual, regular quarterly and ordinary course in substantially the same manner as heretofore conducted; (ii) Shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its respective officers and employees and maintain satisfactory relationships with those persons having business relationships with it; (iii) Shall not amend its Restated Certificate of Incorporation or By-Laws, except for amendments to the Restated Certificate of Incorporation of West Pac necessary in order to (A) increase the number of authorized shares of West Pac Common Stock to 40,000,000; or (B) designate the rights of any series or class of preferred stock of West Pac in connection with the issuance of securities by West Pac in connection with additional equity investments in West Pac or additional financing transactions involving West Pac permitted under the terms of this Section 5.2(b); (iv) Shall promptly notify Frontier of any material emergency or other material change in its condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its business or of its properties, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach of any representation or warranty contained herein; (v) Shall promptly deliver to Frontier true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vi) Shall not (A) except pursuant to (I) the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement; (II) the issuance of options or warrants in the ordinary course of business consistent with past practices; or (III) the issuance of securities in connection with additional equity investments in West Pac or additional financing transactions involving West Pac permitted under the provisions of this Section 5(b), including, without limitation, the issuance of warrants in connection with aircraft lease transactions, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof; (B) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice (provided, however, that no such increase shall exceed 5% per annum) and the payment of cash dividends bonuses to officers pursuant to and consistent with existing plans or programs; (C) grant any severance or termination package to any employee or consultant other than in the ordinary course of business consistent with past practices; provided, however, that West Pac may enter into severance arrangements with any Person who currently has an employment agreement with West Pac; or (D) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (vii) Shall not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to exceed any shares of its capital stock or other ownership interests, other than regularly scheduled dividend payments on shares of Series B Preferred Stock; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitments for any such action, other than the redemption of shares of Series B Preferred Stock in accordance with their terms; (viii) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the West Pac Disclosure Schedule or otherwise permitted hereunder, shall not enter into any material transaction, or agree to enter into any material transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a substantial portion of assets or capital stock or enter into any additional aircraft leases; provided, however, that the foregoing shall not prohibit West Pac to (A) enter into any additional aircraft leases for up to an additional seven (7) aircraft; (B) issue and sell up to an aggregate of $0.05 10,000,000 of shares of West Pac Common Stock, or any securities convertible or otherwise exchangeable into shares of West Pac Common Stock ("Tranche A") for a per shareshare issue price, or with respect to convertible --------- or exchangeable securities, a per share conversion or exchange price of not less than five dollars ($5.00) per share (the "Tranche A Issue Price")., provided, --------------------- however, that West Pac may issue and sell all or any portion of Tranche A at less than the Tranche A Issue Price if the Exchange Ratio is adjusted upward as follows:

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: : (i) shallShall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use their reasonable efforts, to preserve intact their respective business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) Shall not amend its Certificate Articles of Incorporation or Bylaws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall Shall promptly notify the Purchaser of any material breach of any representation or warranty contained herein or any Company Material Adverse Effect; Effect with respect to the Company; (ivv) shall Shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (vA) shall not (x) Shall not, except pursuant to (i) the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to and (ii) the Recapitalization Company Rights Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereofhereof and (B) shall not, and shall not permit any of its Subsidiaries to, (yx) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock (except as contemplated by the Company Rights Agreement and as identified in the Company Disclosure Letter) or grant, confer or award any bonuses or other forms of cash incentives, except as is consistent with past practice, to any officer, director or key employee, (y) increase any compensation under any employment agreement with any present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or enter into any employment or severance agreement with any officer or director or amend any such agreement in any material respect other than severance arrangements which are consistent with past practice with respect to employees terminated by the Company or such Subsidiary, or (z) except as may be required by law, adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (bvii) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests or (other than regular quarterly cash dividends not to exceed $0.05 per share).ii) directly or indirectly redeem, purchase or otherwise

Interim Operations. (a) Prior to Except (x) for the Effective Timeoperations covered by the AFEs described in Exhibit 4.1(h), except as the operations set forth in the Company Disclosure Side Letter Agreement, or such operations required pursuant to any Applicable Contract, applicable Law or Lease, (y) as required in the event of an emergency to protect life, property or the environment, and (z) as expressly contemplated by this Agreement or as contemplated by any other provision of this Agreement, unless the Purchaser has expressly consented to in writing theretoby Buyer (which consent shall not be unreasonably delayed, withheld or conditioned), Seller shall, from and after the Company: Execution Date until Closing: (i) shallas to Properties operated by CPX or its Affiliates, continue the operation of the Properties in the ordinary course of business, or, as to Properties where CPX or an Affiliate of CPX is not the operator, continue its actions as a non-operator in the ordinary course of business; (ii) subject to interruptions resulting from force majeure, mechanical breakdown and shall planned maintenance, in each case, operate the Properties in compliance with all applicable Laws and the terms of all Leases and Applicable Contracts; (iii) maintain, or cause each to be maintained, the books of its Significant Subsidiaries to, conduct its operations according account and Records relating to their the Properties in the usual, regular and ordinary course manner and in substantially accordance with the same manner as heretofore conductedusual accounting practices of Seller; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; and (iv) shall promptly deliver to the Purchaser true and correct copies extent Seller has Knowledge thereof, use commercially reasonable efforts to timely inform Buyer of all matters it considers in good faith to be material developments affecting any report, statement or schedule filed with of the SEC subsequent to the date of this Agreement; Properties. (vb) shall not Except (x) except pursuant to for the exercise of optionsoperations covered by the AFEs described in Exhibit 4.1(h), warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this operations set forth in the Side Letter Agreement, or such operations required pursuant to the Recapitalization issue any shares of its capital stockApplicable Contract, effect any stock split applicable Law or otherwise change its capitalization as it existed on the date hereofLease, (y) grantas required in the event of an emergency to protect life, confer property or award the environment, and (z) as expressly contemplated by this Agreement or as expressly consented to in writing by Buyer (which consent shall not be unreasonably delayed, withheld or conditioned), Seller shall not, from and after the Execution Date until Closing: (i) sell or otherwise dispose of any option, warrant, conversion right portion of the Properties except for sales or other right not existing dispositions of (1) Hydrocarbons in the ordinary course of business after production, or (2) equipment and other personal property or fixtures in the ordinary course of business where the same has become obsolete, is otherwise no longer necessary for the operation of the Properties, or is replaced by an item or items of at least equal suitability; (ii) affirmatively terminate any Material Contract or materially amend or change the terms of any Material Contract; (iii) enter into an agreement that, if in existence on the Execution Date would be a Material Contract; (iv) affirmatively release, terminate or materially amend any Lease, Easement, permit or license; (v) incur any indebtedness or take or fail to take any action that would cause a lien or encumbrance to arise or exist on the Properties or otherwise allow a lien (other than Permitted Encumbrances) to attach to or encumber the Properties or any portion thereof; (vi) grant or create any Preferential Right, transfer restriction or similar right, obligation, or requirement with respect to the Properties; and (vii) except for the commitments set forth in Exhibit 4.1(h), all of which are deemed to be approved, approve or propose any operations on the Properties anticipated to cost the owner of the Properties more than $50,000 per operation or activity net to Seller’s or any of its Affiliate’s interest. (c) Buyer acknowledges that Seller is currently, and from the date hereof will continue to, conduct certain operations required in order to acquire any shares perpetuate the Leases and extend its rights under the Farmout Agreement and, notwithstanding anything in this Section 6.3, but subject to Section 6.3(d) to the contrary, all activities and actions of its capital stockSeller taken in connection therewith are deemed authorized by Buyer, or (z) adopt any A1-14without further consultation, and regardless of whether such activities and actions are in the ordinary course of business. (bd) Prior to With the Effective Time, except as exception of the operations and activities set forth on Exhibit 4.1(h) and the operations and activities set forth in the Purchaser Disclosure Side Letter Agreement, which shall be deemed authorized by Buyer without further consultation, should Seller receive (or desire to make) any proposals to drill additional ▇▇▇▇▇ on the Oil and Gas Properties, or to conduct other operations which require consent of non-operators under an applicable operating agreement, Seller will notify Buyer of, and consult with Buyer concerning, such proposals, provided that in the event Seller and Buyer cannot come to an agreement on any such proposal, any decisions with respect to such proposal shall be made by Seller in its sole discretion. From and after the Effective Date, any proposed activities other than those set forth on Exhibit 4.1(h) or in the Side Letter Agreement shall be subject to Buyer’s prior written consent. The Parties hereby recognize that the current ownership and operation of the Properties may include Seller electing not to participate (i.e., non-consent status) in ▇▇▇▇▇ drilled pursuant to an operating agreement, joint exploration agreement or spacing order relating to the Properties and that Seller may continue to make consistent elections for such Properties, provided, however, Seller will provide Buyer with notice of such election. For the avoidance of doubt, subject to the Side Letter Agreement and notwithstanding anything in this Agreement to the contrary, in no event shall Seller be required to drill or complete any ▇▇▇▇▇ prior to Closing. The Buyer shall be permitted to undertake the activities on the Oil and Gas Properties in accordance with and subject to the terms of the Side Letter Agreement. (e) Without expanding any obligations which Seller may have to Buyer, it is expressly agreed that Seller shall never have any liability to Buyer with respect to its operation of a Property greater than that which it might have as contemplated by the operator to a non-operator under the applicable operating agreement (or, in the absence of such an agreement, under the AAPL 610 (1989 Revision) form Operating Agreement), IT BEING RECOGNIZED THAT, UNDER SUCH AGREEMENTS AND SUCH FORM, SELLER IS NOT RESPONSIBLE FOR ITS OWN NEGLIGENCE, AND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) Promptly following the execution of this Agreement, unless Buyer shall use its commercially reasonable efforts to secure the Company fracing and completion services of ▇▇▇▇ Energy Services with respect to the Special Committee have consented following four uncompleted ▇▇▇▇▇ located in writing thereto▇▇▇▇▇▇ County, Texas: Durham ▇▇▇▇▇ Fuente #212HU (API # 389-35440) to be scheduled on or about June 1, 2017; Durham ▇▇▇▇▇ Fuente #214HU (API # 389-35464) to be scheduled on or about June 25, 2017; Durham ▇▇▇▇▇ Fuente #207HL (API # 389-35563) to be scheduled on or about July 10, 2017; and Durham ▇▇▇▇▇ Fuente #209HL (API # 389-35431) to be scheduled on or about August 14, 2017. The scheduled dates set forth above are estimates only and are subject to the Purchaser: availability of ▇▇▇▇ Energy Services. In the event (i) shall the Closing has not issue occurred prior to five Business Days before any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) scheduled service, or effect any stock split of its capital stock; (ii) this Agreement is terminated pursuant to Section 8.3, Buyer shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver use its commercially reasonable efforts to the Company true assign and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment transfer its rights with respect to such scheduled services to Seller. Further, in the event of such transfer, Buyer agrees to pay to Seller the amount of any shares costs associated with such scheduled services above Seller’s current negotiated rate with C&J Energy Services, provided that in the event of its capital stock or other ownership interests a transfer pursuant to clause (other than regular quarterly cash dividends not i) above, no such payment shall be required unless this Agreement is terminated prior to exceed $0.05 per share)Closing.

Interim Operations. (a) Prior From the date of this Agreement to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of otherwise required pursuant to this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; of business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact their business organizations and goodwill, to maintain in effect all existing qualifications, licenses, Permits, approvals and other authorizations referred to in Sections 5.1 and 5.15, to keep available the services of Incorporation or Bylaws or comparable governing instruments (their ------------ ---- officers and employees and to maintain, to the extent reasonably possible given the Company's current cash position and loan from Purchaser, satisfactory relationships with customers, suppliers, distributors, brokers, sales agents and all other than persons having business relationships with them, including through the payment of additional compensation reasonably acceptable to permit Purchaser to such distributors, brokers and sales agents reasonably calculated to maintain at least the consummation current level of the transactions contemplated by this Agreement); merchandising, distribution and shelving; (iii) shall promptly notify the Purchaser upon becoming aware of any material breach of any representation representation, warranty or covenant contained in this Agreement or the occurrence of any event that would cause any representation, warranty or covenant contained herein or any Company Material Adverse Effect; in this Agreement no longer to be true and correct in all material respects; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this AgreementAgreement (including the Pending Reports) and any internal monthly reports prepared for or delivered to the Board of Directors after the date hereof; and (v) shall not (x) except pursuant deliver, within 20 business days after the end of each accounting month, monthly consolidated financial statements, in the same format as heretofore furnished to Purchaser, for the exercise Company and its Subsidiaries for and as of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares end of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14each such month. (b) Prior From the date of this Agreement to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this AgreementLetter, unless the Company and the Special Committee have Purchaser has consented in writing thereto, the Purchaser: Company shall not, and shall not permit any of its Subsidiaries to: (i) shall not issue amend its Certificate of Incorporation or Bylaws or comparable governing instruments; (ii) except with respect to the Option Agreement, the Loan Agreement or the issuance in the aggregate of 20,000 shares of Common Stock in the ordinary course of business consistent with the past practice of the Company, issue, sell, pledge or otherwise dispose of any shares of its capital stock at less than fair market value or other ownership interest in the Company (other than pursuant issuances of Common Stock in respect of any exercise of Options outstanding on the date hereof and disclosed in the Disclosure Letter) or any of the Subsidiaries, 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 Purchaser Stock Planssuch shares of capital stock, ownership interest, or convertible or exchangeable securities; or accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interest; (iii) or effect any stock split split, reverse stock split, stock dividend, subdivision, reclassification or similar transaction, or otherwise change its capitalization as it exists on the date hereof; (iv) except with respect to the Option Agreement and the Loan Agreement, grant, confer, award or amend any option, warrant, convertible security or other right to acquire any shares of its capital stock; stock or take any action to cause to be exercisable any otherwise unexercisable option under any stock option plan or restricted stock plan; (iiv) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its Common Stock or other capital stock or other ownership interests (other than regular quarterly cash dividends such payments by a wholly- owned Subsidiary to the Company or another wholly-owned Subsidiary); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or the capital stock of any of its Subsidiaries; (vii) sell, lease, assign, transfer or otherwise dispose of (by merger or otherwise) any of its property, business or assets (including, without limitation, receivables, leasehold interests or Intellectual Property and including any sale leaseback transaction) except (i) for the sale of - inventory in the ordinary course of business, (ii) for sales of other assets -- (other than assets subject to the Option Agreement) for fair value in the ordinary course of business provided that the proceeds of such other asset sales do not exceed $250,000 in any single transaction or $700,000 in the aggregate prior to the Effective Time, (iii) with respect to the Option --- Agreement and (iv) the dissolution of the Company's French subsidiary; -- (viii) settle or compromise any pending or threatened Litigation without Purchaser's consent (which consent will not be unreasonably withheld or delayed), other than (a) the Settlement on terms substantially similar to - those described in the MOU, and (b) settlements of Litigations which involve - solely the payment of money (without admission of liability) not to exceed $0.05 per share).50,000 in any one case or $100,000 in the aggregate; (ix) make any advance, loan, extension of credit or capital contribution to, or purchase or acquire (by merger or otherwise) any stock, bonds, notes, debentures or other securities of, or any assets constituting a business unit of, or make any other investment in, any person, firm or entity, except (a) extensions of trade credit and endorsements of negotiable - instruments and other negotiable documents in the ordinary course of business, (b) investments in cash and cash equivalents, (c) payroll and - - travel advances in the ordinary course of business and (d) investments in - wholly owned Subsidiaries; (x) make any capital expenditures in the aggregate for the Company and its Subsidiaries in excess of the amounts specified in the Company's budget for capital expenditures, a true and complete copy of which has previously been delivered to Purchaser, or otherwise acquire assets having a value, in the aggregate, in excess of $50,000 not in the ordinary course of business; (xi) incur, assume or create any indebtedness for borrowed money or the deferred purchase price for property or services or pursuant to any capital lease or other financing, except (a) indebtedness incurred in the - ordinary course of business consistent with past practice for working capital purposes pursuant to the Company's existing credit facilities as disclosed in the Disclosure Letter, and

Interim Operations. (a) Prior to During the Effective Timeperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Article VIII hereof or until such time as Buyer’s designees shall constitute a majority of the members of the Board of Directors of the Company, except as Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing theretoSchedule, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its their respective operations according to their usual, regular and ordinary course in substantially and take no action which would reasonably be expected to adversely affect its ability to consummate the same manner as heretofore conducted; transactions contemplated by this Agreement; (ii) shall use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective officers and employees (excluding administrative staff) and maintain satisfactory relationships with those persons having significant business dealings with them; (iii) not (A) amend its Certificate their respective Certificates of Incorporation or Bylaws or comparable governing instruments or (other than to permit B) amend the consummation Rights Agreement or take any action with respect to, or make any determination under, the Rights Agreement, including, without limitation, redemption of the transactions contemplated by this Agreement); rights issued pursuant to the Rights Agreement or any action to facilitate an Alternative Proposal; (iiiiv) shall promptly notify Buyer of any Company Material Adverse Effect (or any occurrence or existence of any event which is reasonably likely to result in a Company Material Adverse Effect) without regard to clause (z) of the Purchaser of proviso in the definition thereof set forth in Section 5.1, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or any breach of (or the occurrence or existence of any event which is reasonably likely to result in any breach of) any representation or warranty contained herein that is reasonably likely to result in the conditions set forth Annex A not being capable of satisfaction on or before the Outside Date; (v) not modify, extend the term or forgive or cancel any outstanding loans owed to the Company or any of its Subsidiaries by any current or former directors, officers, employees consultants or independent contractors of such entities other than any modification, extension, forgiveness or cancellation pursuant to contractual rights existing on the date hereof as disclosed on the Company Material Adverse Effect; Disclosure Schedule; (ivvi) shall promptly deliver to the Purchaser Buyer true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (vvii) shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue, deliver or pursuant to sell, or authorize or propose the Recapitalization issue issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing set forth on the date hereof Company Disclosure Schedule to acquire any shares of its capital stockstock or such securities; (C) enter into any agreement, understanding or (z) adopt any A1-14 (b) Prior arrangement with respect to the Effective Timesale, except as set forth in the Purchaser Disclosure Letter voting, registration or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split repurchase of its capital stock; (iiD) shall promptly notify increase any compensation or enter into or amend any employment agreement or arrangements with any of its present or future officers, directors or employees; (E) grant any severance or termination package to any director, officer, employee or consultant other than rights set forth on the Company Disclosure Schedule; (F) hire any new employee who shall have, or terminate the employment of any breach current employee who has an annual salary in excess of $100,000; (G) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend, except as required by applicable law (in which case the Company should provide prompt written notice to Buyer following such adoption), any existing Benefit Plan in any material respect, except for changes which are not more favorable to participants in such plans; (H) other than in the ordinary course of business, enter into any transaction with any director or executive officer of the Company or any of its Subsidiaries or any immediate family member of any representation such director or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to executive officer other than rights set forth on the Company true and correct copies Disclosure Schedule; or (I) except in the ordinary course of business, hire any additional consultants or independent contractors or enter into or extend the term of any report, statement consulting or schedule filed with the SEC subsequent to the date of this Agreement; and independent contractor relationship; (ivviii) shall not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (ix) not enter into any agreement, commitment or transaction, or agree to enter into any such agreement or transaction, or modify or extend any such agreement or transaction, involving payments by the Company in excess of $50,000 individually or $250,000 in the aggregate, including, without limitation, a purchase, sale, lease or other disposition of assets or capital stock (including, without limitation, securities of Subsidiaries); (x) not enter into any transaction involving a merger, consolidation, joint venture, license agreement, partial or complete liquidation or dissolution, reorganization, recapitalization or restructuring; (xi) not sell, assign, transfer, encumber, enter into any outbound license or covenant not to s▇▇ with respect to, grant any exclusive right with respect to, or otherwise dispose of any Company Property; (xii) not incur, create, assume or otherwise become liable for any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others; (xiii) not make any loans, advances or capital contributions to, or investments in, any other Person; (xiv) except as described in the Company Disclosure Schedule, not make or commit to make any capital expenditures in excess of $50,000 individually or $100,000 in the aggregate; (xv) not apply any of its assets or properties to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable, directly or indirectly, to or for the benefit of any affiliate or Related Party or enter into any transaction with any affiliate or Related Party (except for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees, directors or consultants of the Company or its Subsidiaries); (xvi) not make any changes in accounting methods, principles or practices in effect as of the date hereof, other than regular quarterly cash dividends as required by GAAP and good accounting practices; (xvii) not grant or make any mortgage or pledge or subject itself or any of its material assets or properties to exceed $0.05 per share)any material lien, charge or encumbrance of any kind, except Permitted Encumbrances; (xviii) not alter, amend or revoke any Tax election or method of accounting with respect to Taxes or settle or compromise any material Tax claim; (xix) maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect; (xx) except as required in accordance with GAAP, not revalue any of its assets, including, without limitation, writing down the value of its inventory or writing off notes or accounts receivable, other than in the ordinary course of business; (xxi) not settle any legal proceedings, whether now pending or hereafter made or brought; (xxii) not modify or amend, or terminate, or waive, release or assign any material rights or claims with respect to, any material agreement or arrangement to which it is a party; (xxiii) pursuant to or within the meaning of any bankruptcy law, not (A) commence a voluntary case, (B) consent to the entry of an order for relief against it in an involuntary case, (C) consent to the appointment of a custodian of it or for all or substantially all of its property or (D) make a general assignment for the benefit of its creditors; (A) other than in the ordinary course of business, not amend, modify, assign, terminate, reject, cancel or fail to exercise a right of renewal or extension, any IP Contract; or (B) continue to diligently prosecute all claims in the Company Patent applications and maintain and not abandon any Company Property; and (xxv) not authorize any of, or announce an intention to, commit or agree to take any of, the foregoing actions.

Interim Operations. (a) Prior From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreementterms hereof, unless the Purchaser has consented in writing thereto, or except as otherwise expressly set forth in this Agreement, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its business, financial, and other operations according to their usualin the Ordinary Course of Business, regular including the payment of all accounts payable and ordinary course other routine and customary expenses in substantially the same manner as heretofore conducted; Ordinary Course of Business, including, without limitation, the payment of annual insurance premiums; (ii) shall not amend use all commercially reasonable efforts to preserve intact its Certificate business organizations and goodwill, keep available the services of Incorporation its officers and employees, and maintain satisfactory relationships with those Persons having business relationships with the Company or Bylaws or comparable governing instruments its Subsidiaries; (iii) in the event the Company chooses to pay any indebtedness for borrowed money (other than principal and interest payments as they become due and other than repayments made from time to permit time under the consummation Credit Facility, all in the Ordinary Course of the transactions contemplated by this AgreementBusiness); (iii) shall , promptly notify the Purchaser in writing of its intent to do so along with such amount to be paid prior to such payment being made; (iv) provide Purchaser with an itemized schedule of the Company's Transaction Expenses and Financial Indebtedness on each of the date hereof, the first day of each calendar month following the date hereof, and the Closing Date; (v) within the fifteen (15) days following the end of each fiscal month, provide Purchaser with the Company's consolidated balance sheet as of the end of such month and consolidated statement of operations (for such month and for the year to date as of the end of such month), the Company's Marketing Report substantially in the form attached hereto as Exhibit C, and a statement of the capital expenditures made by the Company during such month and for the year to date as of the end of such month; (vi) upon the discovery thereof, promptly notify Purchaser of the occurrence of any breach of any representation or warranty of the Company contained herein or in any Ancillary Document; (vii) maintain the same level of coverage as of the date hereof for each of its existing insurance programs and provide Purchaser with insurance certificates and plan summaries promptly following the execution of its annual insurance renewals; (viii) use commercially reasonable efforts to have former creditors, who have been previously paid in full and have filed UCC-1 financing statements with the applicable Governmental Authorities but have not filed all required UCC-3 termination statements with such Governmental Authorities, to file with the applicable Governmental Authorities such required UCC-3 termination statements as promptly as practicable; (ix) use commercially reasonable efforts to obtain all bills and invoices for Company Material Adverse Effect; (iv) shall promptly deliver Transaction Expenses incurred at or prior to the Effective Time as soon as possible but in no event later than the Effective Time, and promptly provide Purchaser true with a copy of such bills and correct copies invoices; and (x) on or before the Closing Date, terminate (a) the Consulting Agreement dated September 1, 2001 between the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, (b) the Agreement dated September 1, 2001 between the Company and ▇▇. ▇▇▇▇▇▇▇▇▇ (which amends the Executive Employment Agreement dated June 1, 1997 between the Company and ▇▇. ▇▇▇▇▇▇▇▇▇) and (c) the Agreement dated September 25, 2001 between the Company and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ by making to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the payments that would otherwise be payable to them absent the termination of any reportsuch agreements and, statement within thirty (30) days after the date hereof, notify Purchaser and Merger Sub whether the Company will either terminate or schedule filed with transfer each of the SEC subsequent life insurance policies for the benefit of each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as the case may be, to such beneficiary; provided, that if the Company does not provide the notice required in this Section 6.2(a)(x), the Company shall be obligated to terminate the life insurance policies referenced in this Section 6.2(a)(x) on or prior to the Closing Date. (b) Without limiting the generality of Section 6.2(a), from and after the date of this Agreement; (v) shall not (x) except pursuant to Agreement until the exercise earlier of options, warrants, conversion rights the Effective Time and other contractual rights existing on the date hereof and disclosed pursuant to termination of this Agreement, except for actions required to be taken by the Company or pursuant to any of its Subsidiaries in the Recapitalization issue performance of their respective obligations under the Company Material Contracts, unless Purchaser has consented in writing thereto or except as otherwise expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit each of its Subsidiaries to: (i) amend its respective certificate of incorporation, bylaws, or other organizational documents; (ii) 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 the Company or any of its Subsidiaries 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, effect any stock split ownership interest, or convertible or exchangeable securities; (iii) split, combine or reclassify its capital stock, or otherwise change its capitalization as it existed exists on the date hereof, (y) grantor propose the issuance of any other securities in respect of, confer in lieu of or award any optionin substitution for, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and other equity interest; (iv) shall not create any new equity based plan, convertible security, or right to acquire any capital stock of the Company. (v) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, stock or property or any combination thereof) with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends any dividend, distribution or other payment by any of the Company's Subsidiaries to the Company), including any constructive or deemed distributions, or make any other payments to directors (other than for directors' fees paid to the Company's board of directors for board meetings), or shareholders in their capacity as such (other than any such payments by any of the Company's Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries; (vii) transfer, license, mortgage, encumber, sell, lease or otherwise dispose of any of its assets (including capital stock of its Subsidiaries) other than inventory or obsolete or damaged equipment that is not currently used or usable (in an amount not to exceed One Hundred Thousand Dollars ($0.05 per share100,000) in the aggregate) in the Ordinary Course of Business; (viii) acquire by merger, purchase or any other manner, any business, entity or division, make an investment in or enter into a joint venture in any third party, or make any capital expenditures or otherwise acquire any material property or assets, except for purchases of supplies or capital equipment in the Ordinary Course of Business and having a price of less than Fifty Thousand Dollars ($50,000) and except for the purchase of raw materials and other inventory in the Ordinary Course of Business; provided, that the Company may make any capital expenditures forecasted by the Company and disclosed to Purchaser in writing prior to the date hereof; (ix) incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money, including, without limitation, capital leases, in excess of Ten Thousand Dollars ($10,000), individually, or Fifty Thousand Dollars ($50,000) in the aggregate, except indebtedness to trade creditors of the Company or its Subsidiaries, in the Ordinary Course of Business and indebtedness incurred under the Credit Facility; (x) make or forgive any loans, advances or capital contributions to, or investments in, any other Person (other than advances in respect of business expenses and loans and advances in respect of relocation arrangements, in each case made to officers or employees in the Ordinary Course of Business and except for intercompany loans, intercompany advances, or intercompany capital contributions made or forgiven in the Ordinary Course of Business); (xi) modify, amend, terminate or waive any rights under any confidentiality agreement entered into in connection with any Alternative Transaction; (xii) bid for or enter into any agreement or contract which requires the payment, potential payment, receipt or potential receipt by the Company of more than Two Hundred Fifty Thousand Dollars ($250,000); (xiii) fail to bid timely to renew or extend any Governmental Contract to which it is a party as of the date hereof; (xiv) modify, amend, terminate or waive any rights under any Company Material Contract; (xv) enter into any Company Material Contract described in clauses (v), (xii), (xiii) and (xvi) of Section 4.21(a); (xvi) except as may be required of the Company or any of its Subsidiaries under any plan, agreement, policy, arrangement, or obligation currently in effect, or as required by Applicable Law: (a) increase the compensation, severance, bonus or, other benefits payable or to become payable to any of the directors, officers or employees of the Company or any of its Subsidiaries, except for a one-time 3% - 4% increase in the compensation of hourly employees in the Ordinary Course of Business, (b) grant any severance or termination pay to, or enter into any new employment, consulting, retention, salary continuation or severance agreement with, any officer or director of the Company or any of its Subsidiaries, or (c) establish, adopt, enter into, amend or modify in any material respect any collective bargaining agreement, employee benefit plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company or any of its Subsidiaries, or any of their beneficiaries; (xvii) take any action to change accounting policies, procedures or practices, except as required by a change in GAAP or Applicable Law after the date hereof ("Reporting Requirements"); (xviii) subject to Section 6.3 and except for the election of directors in the ordinary course at an annual meeting of the Company's shareholders to be held concurrently with the Shareholders' Meeting or a meeting of the Company's shareholders to approve a Superior Transaction, approve or authorize any action to be submitted to the shareholders of the Company for approval other than pursuant to this Agreement; (xix) materially change any method of reporting income, deductions or other material items for income Tax purposes, make or change any material election with respect to Taxes, agree to or settle any material claim or assessment in respect of Taxes, or agree to an extension or waiver of the limitation period to any material claim or assessment in respect of Taxes, other than in the Ordinary Course of Business or as required by Reporting Requirements; (xx) settle or compromise any Company Litigation, or other pending or threatened suit, action, or claim which would require the payment by the Company or a Subsidiary of more than One Hundred Thousand Dollars ($100,000) or would impose a restriction on the business, assets or operations of the Company following the Closing Date; (xxi) accelerate, or accept payment at a discount, any accounts receivable or trade receivables; (xxii) other than in the Ordinary Course of Business, delay any payment of any accounts payable beyond the respective payment deadlines; (xxiii) enter into any transactions outside the Ordinary Course of Business; (xxiv) incur any insurance premium financing other than in the Ordinary Course of Business; and (xxv) agree orally or in writing to take any of the actions prohibited by this Section 6.2(b). (c) Notwithstanding anything to the contrary contained in Section 6.2(b) hereof, the Company shall be permitted to formulate and make any bid in connection with any Governmental Contract in the Ordinary Course of Business, and neither Purchaser nor Merger Sub shall have any right to review, approve or consent thereto; provided, however, that the provisions of this Section 6(c) shall not prohibit the Company, Purchaser, Merger Sub and their respective Affiliates from making a joint proposal or forming a contractor team arrangement in connection with such bid that is consistent with Federal procurement regulations and Applicable Law.

Interim Operations. (a) Prior to the Effective Time, except as set ------------------ forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: : (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); ; (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; ; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (vi) shall not (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not in excess of $.05 per share) or (ii) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; (vii) shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) except in the ordinary course of business and consistent with past practice, or to acquire any business or assets, in each case for an amount exceeding $25,000,000. (viii) shall not incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments (other than noncontrolling investments in the ordinary course of business) in any other person other than a wholly owned Company Subsidiary, or issue or sell any debt securities, other than borrowings under existing lines of credit in the ordinary course of business, in each case in an amount exceeding $35,000,000; and (ix) shall not make any change to its accounting (including tax accounting) methods, principles or practices, except as may be required by generally accepted accounting principles and except, in the case of tax accounting methods, principles or practices, in the ordinary course of business of the Company or any of its Subsidiaries. (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: : (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; ; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; ; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as set forth in Section 6.2 of the Company Disclosure Letter or as contemplated by any other provision of this AgreementLetter, unless the Purchaser Parent has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their usual, regular and its ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers and employees, and maintain satisfactory relationships with those Persons having business relationships with them; and (iii) shall upon the discovery thereof, promptly notify Parent of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect; (iv, any breach of such representation or warranty in any material respect) shall promptly deliver or the occurrence of any event that would cause any representation or warranty contained herein no longer to the Purchaser be true and correct copies (or, in the case of any reportrepresentation or warranty that makes no reference to Material Adverse Effect, statement or schedule filed with the SEC subsequent to no longer be true and correct in any material respect). (b) From and after the date of this Agreement; Agreement until the Effective Time, except as set forth in Section 6.2 of the Company Disclosure Letter, unless Parent has consented in writing thereto, the Company shall not, and shall cause each of its Subsidiaries not to: (vi) shall not amend its certificate of incorporation or by- laws; (xii) except pursuant to issue, sell or pledge any shares of its capital stock or other ownership interest in the Company (other than issuances of Common Stock in respect of any exercise of options, warrants, conversion rights and other contractual rights existing stock options outstanding on the date hereof and disclosed pursuant to this Agreementin Section 4.4 of the Company Disclosure Letter) or its Subsidiaries, or pursuant any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to the Recapitalization issue acquire or with respect to any such shares of its capital stock, ownership interest, or convertible or exchangeable securities (or derivative instruments in respect of the foregoing); (iii) effect any stock split or otherwise change its capitalization as it existed exists on the date hereof, or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries; (yiv) (A) grant, confer or award any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stockstock or take any action to cause to be exercisable any otherwise unexercisable option under any Company Stock Plan (except as otherwise required by the terms of such unexercisable options), (B) accelerate or waive any or all of the goals, restrictions or conditions imposed under any Award, or (zC) adopt any A1-14 (b) Prior to the Effective Timeissue, except as set forth in the Purchaser Disclosure Letter sell, grant or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue award any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; right to acquire shares of capital stock under any Company Stock Plan (iiiexcept as otherwise required by such plan); (v) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not such payments by the Subsidiaries to exceed $0.05 per sharethe Company).;

Interim Operations. 6.1.1 PSI shall, and PSI shall cause Phoenix to: (a) Prior to the Effective Time, except as set forth carry on its business only in the Company Disclosure Letter or as contemplated by any other provision Ordinary Course of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in Business substantially the same manner as heretofore conducted; (b) except as they may expire or be terminated by any other party thereto, keep in full force and effect, and not cause a default of any of its obligations under, any PSI Commitments; (c) keep in full force and effect the insurance coverage in effect on the date hereof to the extent that such insurance continues to be reasonably available; (d) maintain, renew, keep in full force and effect and preserve its business organization and material rights and Licenses and use commercially reasonable efforts to (i) retain its present employee force and (ii) maintain its existing, or substantially equivalent, relationships with others having business relations with it and to use commercially reasonable efforts to maintain the continuance of its general customer and supplier relationships; and (e) duly comply with all Laws applicable to it and to the conduct of its business, except where the failure to so comply would not, individually or in the aggregate, have a PSI Material Adverse Effect. 6.1.2 Except with the prior written consent of IVAX or as otherwise required or permitted by this Agreement or as contemplated by Schedule 6.1, PSI shall not, and PSI shall cause Phoenix to not, directly or indirectly, do any of the following: (a) voluntarily or involuntarily sell, transfer, surrender, abandon or dispose of any of its properties, assets or rights (tangible or intangible) other than in the Ordinary Course of Business or disclose any material proprietary or confidential information to any third party not a party to a written confidentiality agreement with or otherwise under an obligation of confidentiality to PSI or Phoenix; (b) make any mortgage or pledge or subject itself or its properties or assets to any Lien, except for the Lien of current Taxes or assessments not yet delinquent, Liens and deposits (including mechanics’, materialmen’s and other similar Liens) arising in the Ordinary Course of Business securing amounts not yet due and payable; (c) enter into or materially amend any Contract except in the Ordinary Course of Business; (d) grant any increase in the compensation payable or to become payable to officers or employees (including, without limitation, any such increase pursuant to any bonus, pension, profit-sharing plan or other PSI Plan or commitment), except in the Ordinary Course of Business or pursuant to the provisions of existing obligations; (e) incur, assume or take any property subject to any liability, except in the Ordinary Course of Business; (f) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected, other than alterations or changes required by GAAP or applicable Law; (g) dispose of or permit a lapse (to the extent that such lapse is reasonably preventable) of any rights to any material intangible personal property, including, without limitation, Intellectual Property, other than in the Ordinary Course of Business; (h) amend its Certificate of Incorporation or Bylaws Bylaws; (i) expend or comparable governing instruments commit to expend funds for capital additions in excess of fifty thousand dollars ($50,000) that is not reflected in either the 2004 or 2005 Capital Additions Budgets previously made available to IVAX or its representatives; (j) adopt or amend any PSI Plan; (k) cancel, waive or release any debts, rights or claims, except in the Ordinary Course of Business, but in no event in excess of two hundred fifty thousand dollars ($250,000); (l) write off the value of any inventory or any accounts receivable or increase the reserves for obsolete, damaged, spoiled or otherwise not useable inventory or uncollectible receivables, except in accordance with GAAP; (m) enter into any indemnification, severance, employment or consulting Contract with any Person who is not a current officer, employee or consultant of PSI or Phoenix other than in the Ordinary Course of Business, or enter into any indemnification, severance, employment or consulting Contract with any current officer, employee or consultant of PSI or Phoenix; (n) enter into any transaction with an Affiliate (other than to permit transactions with customers and suppliers who are Affiliates entered into in the consummation Ordinary Course of the Business for goods or services on terms and at prices customary for arm’s-length transactions contemplated by this Agreementwith third parties for such goods and services); (iiio) shall promptly notify the Purchaser issue, sell or authorize for issuance or sale, shares of any breach class or series of any representation its securities (including, without limitation, by way of stock split or warranty contained herein dividend) or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any reportsubscriptions, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant or convertible securities or enter into any agreements or commitments of any character obligating it to this Agreementissue or sell any such securities; (p) redeem, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split purchase or otherwise change its capitalization as it existed on the date hereofacquire, (y) grantdirectly or indirectly, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or any option, warrant or other ownership interests right to purchase or acquire any such shares; (q) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock (other than regular the quarterly cash dividends dividend on the PSI S▇ ▇▇▇▇ A Preferred Stock and the PSI Series B Preferred Stock that shall continue to accrue in accordance with the terms of PSI’s Certificate of Incorporation but shall not be paid in cash); (r) other than in the Ordinary Course of Business, enter into a new Contract, which if in existence on the date of this Agreement would have been at forth on Schedule 3.28.1 as a PSI Commitment, or amend, terminate or elect not to exceed renew any PSI Commitment; (s) except as permitted by this Section 6.1.2, take or omit to take any action which would render any of PSI’s or Phoenix’s representations or warranties materially untrue or misleading, which would be a material breach or violation of any of PSI’s or Phoenix’s covenants or which would render the satisfaction of any condition to the Closing impossible; (t) take any action which results or could reasonably be expected to result in a PSI Material Adverse Effect; or (u) agree, whether in writing or otherwise, to do any of the foregoing. In addition, neither PSI nor Phoenix shall incur or pay expenses for professional services performed prior to the Closing in connection with the transactions contemplated by this Agreement in excess of an aggregate of $0.05 per share)575,000.

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as set forth in Schedule 6.2(a) of the Company Disclosure Letter or as contemplated by any other provision of this AgreementLetter, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant the Subsidiaries to, (i) conduct its operations according to their usual, regular and its ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate commercially reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers and employees, and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); and (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement. (b) From and after the date of this Agreement until the Effective Time, unless Purchaser has consented in writing thereto, the Company shall not, and shall not permit the Subsidiaries to, (i) amend its Certificate of Incorporation or Bylaws; (vii) shall not issue, sell or pledge any shares of its capital stock or other ownership interest in the Company (x) except pursuant to the other than issuances of Common Stock in respect of any exercise of options, warrants, conversion rights and other contractual rights existing stock options outstanding on the date hereof and disclosed pursuant to this Agreementin the Company Disclosure Letter) or the Subsidiaries, or pursuant any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to the Recapitalization issue acquire or with respect to any such shares of its capital stock, ownership interest, or convertible or exchangeable securities (except as permitted under clause (xii) of this Section 6.2(b)); (iii) effect any stock split or otherwise change its capitalization as it existed exists on the date hereof, ; (yiv) grant, confer or award any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stock, stock or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter securities convertible into or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue exchangeable for any shares of its capital stock at less than fair market value or any stock appreciation rights, phantom stock plans or profit sharing plans (other than pursuant to any Purchaser Stock Plansexcept as permitted under clause (xii) of this Section 6.2(b)) or effect take any action to cause to be exercisable any otherwise unexercisable option under any existing stock split option plan (except as otherwise required by the terms of its capital stocksuch unexercisable options); (iiv) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by the Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of the Subsidiaries; (vii) sell, lease, license, abandon, transfer, mortgage pledge or otherwise encumber or subject to any lien or otherwise dispose of any of its assets (including capital stock of the Subsidiaries), other than the sale or disposition of inventory in the ordinary course of business, the disposition of damaged, non-saleable or defective inventory consistent with past practice, or the sale, lease or other disposition of assets consistent with past practice which, individually or in the aggregate, are not material to the Company and the Subsidiaries taken as a whole; (viii) acquire by merger, purchase or any other manner, any business or entity or otherwise acquire or make commitments to acquire any assets which would be material, individually or in the aggregate, to the Company and the Subsidiaries taken as a whole, except for purchases of inventory, supplies, equipment parts or capital equipment in the ordinary course of business consistent with past practice; (ix) incur or assume any long-term or short-term debt, except for working capital purposes in the ordinary course of business consistent with past practice under the Company's existing credit agreements set forth in Schedule 4.19 of the Company Disclosure Letter in accordance with the terms thereof; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except for the obligations of the Subsidiaries permitted under this Agreement; (xi) make or forgive any loans, advances or capital continuations to, or investments in, any other person other than loans and advances to officers or employees in the ordinary course of business consistent with past practice, but in no event in an amount more than $10,000 for any one transaction or $50,000 in the aggregate; (xii) grant any stock-related or performance awards, other than performance awards in the ordinary course of business consistent with past practice pursuant to the terms and conditions of the Company Benefits Plans and, in the case of stock related awards, other than in an aggregate amount not to exceed $0.05 per share210,000 shares of Common Stock (including any options, warrants, convertible securities or other rights to acquire Common Stock); (xiii) other than in the ordinary course of business consistent with past practice, enter into, amend or renew any employment, severance, consulting or salary continuation agreements with any officers, directors or employees, grant any severance or termination pay to any director, officer or employee or grant any increases in compensation or benefits to employees other than in the ordinary course of business consistent with past practice or as set forth in the Disclosure Letter; (xiv) except to the extent required by this Agreement, law or in the ordinary course of business consistent with past practice, adopt or amend in any respect or make any new grants or awards under any employee benefit plan or arrangement; (xv) amend, change or waive (or exempt any person or entity, other than the Purchaser, from the effect of) the Rights Agreement, except in connection with the exercise of fiduciary duties by the Board as set forth in Section 6.1 of this Agreement or as contemplated by Section 4.21; (xvi) amend, modify or waive any material term of any outstanding security of the Company and the Subsidiaries, except as required by this Agreement; (xvii) fail to (A) maintain in all material respects any real property to which the Company and the Subsidiaries have ownership (including, without limitation, the furniture, fixtures, equipment and systems therein) in its current condition, subject to reasonable wear and tear and subject to any casualty or condemnation, (B) timely pay in all material respects all taxes, water and sewer rents, assessments and insurance premiums affecting such real property and (C) timely comply in all material respects with the terms and provisions of all leases, contracts and agreements relating to or affecting such real property and the use and operation thereof; (xviii) enter into any labor or collective bargaining agreement, memorandum of understanding, grievance settlement or any other agreement or commitment to or relating to any labor union; (xix) adopt a plan of complete or partial liquidation or adopt resolutions providing for complete or partial liquidation, dissolution, consolidation, merger, restructuring or recapitalization, other than the Merger; (xx) settle or compromise any material claims or litigation, except in the ordinary course of business, modify, amend or terminate any of its material contracts or waive, release or assign any material rights or claims, or make any payment, direct or indirect, of any material liability before the same becomes due and payable in accordance with its terms; (xxi) take any action, other than in the ordinary course of business, with respect to accounting policies or procedures (including tax accounting policies and procedures), except as may be required by law or GAAP; (xxii) make any material tax election or amend any material Tax Return or any material insurance policy naming it as beneficiary or a loss payable payee to be canceled or terminated without notice to Purchaser; (xxiii) take, or agree or commit to take, any action that would, or is reasonably likely to, make any representation or warranty of the Company hereunder inaccurate at, or as of any time prior to, the Effective Time or in any of the conditions to the Merger set forth in Article VIII not being satisfied, or omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time or to prevent any such conditions from not being satisfied; or (xxiv) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as required by Law or as set forth in Section 5.2(a) of the Company Disclosure Letter or as contemplated by any other provision of this AgreementSchedule, unless the Purchaser Parent has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its operations according to their usual, regular and its ordinary course of business consistent with past practice and in substantially the same manner as heretofore conductedcompliance in all material respects with all applicable Laws; (ii) shall not amend use its Certificate commercially reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers, employees and consultants, and maintain satisfactory relationships with those Persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Parent of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any warranty that makes no reference to Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any reportEffect or materiality, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Company Material Adverse EffectEffect or materiality, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (v) pay its Taxes when due. (b) From and after the date of this Agreement until the Effective Time, except as may be required by Law or any pre-existing contractual obligation, and except as set forth in Section 5.2(b) of the Company Disclosure Schedule, unless Parent has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) amend its Amended Articles of Incorporation or Amended and Restated By-Laws; (ii) offer, issue, sell or pledge any shares of its capital stock or other ownership interest in the Company or its Subsidiaries, 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 other than pursuant to the Company’s existing employee benefits plans; (iii) effect any stock split or otherwise change its capitalization as it exists on the date hereof; (iv) shall not grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its or its Subsidiaries’ capital stock; (v) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by the Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries; (vii) sell, lease, license, mortgage, pledge, encumber, transfer, exchange or otherwise dispose of any of its properties or assets, whether tangible or intangible (including capital stock of its Subsidiaries), other than the sale or disposition of inventory in the ordinary course of business consistent with past practice or the sale, lease or other disposition of assets which individually or in the aggregate, are obsolete or not material to the Company and its Subsidiaries taken as a whole; (viii) acquire by merger or consolidation with, by purchase of any equity interest of or by any other manner, any business or entity or otherwise acquire any assets, except for purchases of inventory, supplies or capital equipment in the ordinary course of business; (ix) incur or assume any long-term or short-term debt, except for working capital purposes and the purchase of capital equipment in the ordinary course of business under the Credit Facility; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Subsidiaries; (xi) make or forgive any loans, advances or capital continuations to, or investments in, any other Person other than advances to officers or employees in the ordinary course of business consistent with past practice; (xii) increase the compensation (or benefits) payable to or to become payable to any director, officer or other employee, except for payments of bonuses not to exceed the amounts set forth on Section 5.2(b) of the Company Disclosure Schedule, increases in salary or wages of non-officer employees in the ordinary course of business and consistent with past practice or pursuant to any existing employment agreements of the Company; (xiii) establish, adopt, enter into, materially amend, or take any action to accelerate any rights or benefits under any collective bargaining agreement or any Plan; (xiv) effect any reorganization or recapitalization; (xv) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $0.05 per share)250,000 individually and $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction in the ordinary course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Reports or incurred since the date of such financial statements in the ordinary course of business, or cancel any indebtedness in excess of $50,000 individually and $500,000 in the aggregate; (xvi) take any action that would reasonably be expected to: (A) prevent, impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the Merger or (B) cause any of the conditions to the consummation of the Merger not to be satisfied; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (xviii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a1) Prior to the Effective Time, except as set forth may be described in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser Entrade has consented in writing thereto, each of the Company: Stockholders and PAR: (i) shall, and shall cause each of its Significant Subsidiaries to, PAR to conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conductedcourse; (ii) shall not amend its Certificate the articles of Incorporation incorporation or Bylaws or comparable governing instruments (other than to permit the consummation bylaws of the transactions contemplated by this Agreement)PAR; (iii) shall promptly notify the Purchaser Entrade of any material breach of any representation or warranty contained herein or any Company PAR Material Adverse Effect; (iv) shall promptly deliver not permit PAR to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, or (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (v) shall not permit PAR to (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of PAR's capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or make any commitment for any such action; (vi) shall not permit PAR to sell, lease or otherwise dispose of any of its assets, or to acquire any business or assets; (zvii) adopt shall not, and shall not permit PAR to (x) enter into any A1-14contract or agreement of any kind or (y) incur any amount of indebtedness for borrowed money or any other obligation or liability of any kind, make any loans, advances or capital contributions to, or investments in, any other person, or issue or sell any debt securities; and (viii) shall not permit PAR to mortgage or otherwise encumber or subject to any lien any of its properties. (b2) Prior to the Effective Time, except as set forth otherwise described in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have PAR has consented in writing thereto, the Purchaser: Entrade: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall not effect any stock dividend of its capital stock; (iii) shall promptly notify the Company PAR of any breach of any representation or warranty contained herein or any Purchaser Entrade Material Adverse Effect; and (iiiiv) shall promptly deliver to PAR and the Company Stockholders true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).

Interim Operations. (a) Prior Subsequent to the Effective Timedate hereof and prior to the date on which a majority of ▇▇▇▇▇▇▇▇'▇ directors are designees of Acquisition, unless Acquisition has consented in writing thereto (which consent shall not be unreasonably withheld), except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreementon SCHEDULE 5.02, unless the Purchaser has consented in writing thereto, the Company: ▇▇▇▇▇▇▇▇ agrees that it: (ia) shall, and shall cause each of its Significant Major Subsidiaries to, conduct its their operations in all material respects according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (iib) shall not amend use its Certificate of Incorporation or Bylaws or comparable governing instruments (reasonable efforts, and shall cause its Subsidiaries other than inactive Subsidiaries to permit use its reasonable efforts, to preserve intact their business organizations and goodwill, keep available the consummation services of the transactions contemplated by this Agreementtheir respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them (Acquisition agreeing to reasonably cooperate with ▇▇▇▇▇▇▇▇ in such efforts); ; (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (ivc) shall promptly deliver to the Purchaser Acquisition true and correct copies of any report, statement or schedule filed with the SEC subsequent to or any other state or federal Governmental Authority in connection with this Agreement and the date of this Agreement; transactions contemplated hereby; (vd) shall not, and shall not permit any of the Subsidiaries to, amend its Certificate of Incorporation or By-laws; (xe) except pursuant shall not, and shall cause each of the Subsidiaries to the exercise of optionsnot, warrants(w) issue, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementtransfer, deliver or pursuant to the Recapitalization issue sell any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (yx) grant, confer or award any optionOption, warrantVoting Debt, conversion right or other right not existing on the date hereof to acquire any shares share of its capital stock, or amend the terms of or reprice any outstanding option, warrant, or conversion right, or grant, confer or award any bonuses or other forms of cash incentives to any officer, director or employee except consistent with past practice, (y) increase any compensation under any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or, except on a basis consistent with the letter of even date herewith from Acquisition to ▇▇▇▇▇▇▇▇, enter into any employment or severance agreement with, or extend any loan or advance to any officer, director or employee or amend any such agreement in any material respect other than severance arrangements which are consistent with past practice with respect to employees terminated by ▇▇▇▇▇▇▇▇, or (z) adopt any A1-14new employee benefit plan (including, without limitation, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan (other than a multiemployer plan) in any material respect, without Acquisition's written consent, not to be unreasonably withheld; (bf) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: shall not (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than the regular quarterly cash dividends dividend of $0.0625 per share payable to shareholders of record at September 30, 1997, or (ii) directly or indirectly redeem, purchase or otherwise acquire any shares or its capital stock or capital stock of any of the Subsidiaries, or make any commitment for any such action; (g) shall not, and shall not permit any of the Subsidiaries to, acquire, sell, lease, encumber or otherwise dispose of any assets for its own account (including, without limitation, capital stock of or other equity interests in Subsidiaries or other entities) in the aggregate for an amount exceeding $250,000 except in the ordinary course of business or as set forth on SCHEDULE 5.02; (h) shall not, and shall not permit any of the Subsidiaries to, incur or assume any indebtedness for borrowed money, except in the ordinary course of business consistent with past practice or as set forth on SCHEDULE 5.02, or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other person other than wholly-owned subsidiary, except in compliance with any partnership agreement or joint venture agreement to exceed which ▇▇▇▇▇▇▇▇ or a Subsidiary is a party, or otherwise or sell any debt securities, in the aggregate exceeding $0.05 per share250,000; (i) shall not, nor shall it permit any of its Subsidiaries to, (i) merge or consolidate with, or acquire any equity interest in, any corporation, partnership, association or other business organization, or enter into an agreement with respect thereto or (ii) acquire or agree to acquire any assets of any corporation, partnership, association or other business organization or division thereof, except for the purchase of inventory and supplies in the ordinary course of business; (j) shall not authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of ▇▇▇▇▇▇▇▇ or any of its Subsidiaries; (k) shall not, nor shall ▇▇▇▇▇▇▇▇ permit any of its Subsidiaries to, (A) enter into any contracts involving in any individual case, aggregate annual payments by ▇▇▇▇▇▇▇▇ or any of its Subsidiaries in each case for its own account in excess of $250,000 or (B) modify, rescind, terminate, waive, release or otherwise amend in any material respect any of the terms or provisions of any material contract in any manner that is material and adverse to the ▇▇▇▇▇▇▇▇ or the respective Subsidiary of ▇▇▇▇▇▇▇▇ party thereto; (l) not settle or compromise any claim for appraisal rights in respect of the Merger without the prior written consent of Acquisition; (m) shall not, and shall not permit any of the Subsidiaries to, authorize or make capital expenditures in excess of $250,000 in the aggregate, except for, (1) in the case of ▇▇▇▇▇▇, the purchase and development of land described on SCHEDULE 5.02 in the ordinary course of business and (2) capital expenditures in an aggregate amount not exceeding $2,000,000 in connection with moving ▇▇▇▇▇▇▇▇'▇ corporate offices; (n) shall not and shall not permit any of the Subsidiaries to, mortgage or otherwise encumber or subject to any Lien any properties or assets except as would not materially adversely affect the business of ▇▇▇▇▇▇▇▇ or any Major Subsidiary; (o) shall not make any material change to its accounting (including tax accounting) methods, principles or practices, except as may be required by generally accepted accounting principles or by applicable tax laws; and (p) shall not, and shall not permit any of the Subsidiaries to, do or agree to do any of the foregoing set forth in clauses (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n) and (o).

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser Parent has consented in writing theretothereto (which consent shall not be unreasonably withheld or delayed), the Company: Company and its Subsidiary shall: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its business and operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; consistent with past practice; (ii) shall use commercially reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those Persons having business relationships with it; (iii) not amend its Certificate of Incorporation charter or Bylaws by-laws or comparable governing instruments or any material term of any outstanding securities of, or other ownership interests in, the Company or its Subsidiary; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall promptly notify the Purchaser Parent of any material event affecting the Company and/or its Subsidiary, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), the breach of any representation or warranty contained herein or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty contained in this Agreement to be or become untrue or inaccurate, any failure of the Company Material Adverse Effect; or its Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; (ivv) shall promptly deliver to the Purchaser Parent true and correct complete copies of any report, statement or schedule filed with the SEC Commission subsequent to the date of this Agreement; ; (vvi) shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights options existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stockstock or other security, effect any stock split split, or reclassify, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, its capital stock or otherwise change its capitalization as it existed exists on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or fringe benefits or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases in salaries or wages of employees of the Company and/or its Subsidiary who are not directors or officers of the Company in the ordinary course of business and consistent with past practice; (D) grant any severance or termination package to any employee or consultant not currently required to be paid under existing severance plans to, or enter into any employment, consulting or severance agreement or arrangement with, any present or former director, officer or other employee of the Company and/or any Subsidiary; (zE) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or to effect the conversion or cancellation of Company Options in accordance with Section 2.2 hereof or to amend such plans as required by law; or (F) establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any present or former directors, officers or employees or the Company and/or any Subsidiary, except if required by law; (bvii) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside aside, make or pay any dividend or make any other distribution or payment payable in cash, stock, property or otherwise with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (viii) not enter into any material agreement or transaction, or agree to enter into any material agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving any merger, consolidation, joint venture, license agreement, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring, or a purchase, sale, lease or other acquisition or disposition of any assets or capital stock; (ix) not incur any indebtedness for borrowed money or assume, endorse, guarantee or otherwise become responsible for any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others, in any such case other than regular quarterly cash dividends in the ordinary course of its business; (x) not make any loans, advances or capital contributions to, or investments in, any other Person other than in the ordinary course of business; (xi) not make or commit to exceed make any capital expenditures or lease commitments in excess of $0.05 per share25,000 individually or $100,000 in the aggregate, except for purchases of equipment for resale in the ordinary course of business; (xii) not voluntarily elect to alter materially the manner of keeping its books, accounts or records, or change in any manner the accounting practices or principles therein reflected except as required by GAAP; (xiii) not issue, deliver, sell, lease, sell and leaseback, pledge, dispose of or encumber, or authorize or commit to the issuance, delivery, sale, lease, sale/leaseback, pledge, disposition or Encumbrance of material properties or assets of the Company or any Subsidiary, except liens for taxes not currently due and except (A) sales of assets or inventory in the ordinary course of business consistent with past practice and (B) sales or dispositions of obsolete or worthless assets; (xiv) use its commercially reasonable efforts to maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect; (xv) not (A) make or change any Tax election or method of accounting with respect to Taxes, (B) file any amended Tax Return or (C) settle or compromise any examination or proceeding with respect to any material Tax liability, in each case other than in the ordinary course of business; (xvi) not pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except for the payment, discharge or satisfaction of liabilities or obligations in the ordinary course of business consistent with past practice, or waive, release, grant or transfer any rights of significant value; (xvii) not settle or compromise any litigation for amounts in excess of an aggregate of $100,000 (whether or not commenced prior to the date of this Agreement), other than settlements involving amounts payable by the Company and/or the Subsidiary that are not in excess of (x) amounts fully recoverable from insurers of the Company and/or the Subsidiary or (y) amounts applied against self-insured retention amounts or deductibles (provided such settlements do not involve any material non-monetary obligations on the part of the Company and/or its Subsidiary); (xviii) not change the composition, fill any vacancies or increase the size of the Company's Board of Directors; (xix) not hire (a) any employee at the level of Director or above or with an annual base salary in excess of $50,000 or (b) more than five employees in the aggregate; (xx) not enter into or become bound by any new contract or agreement that would constitute a Material Contract or amend, terminate, waive, release or assign any right under any existing Material Contract or enter into, amend, terminate, waive, release or assign any other contract or agreement if such amendment, termination, waiver, release or assignment would cause the Company to become liable for an amount in excess of $50,000 that it was not previously liable for or to give up an existing right to receive an amount in excess of $50,000; or (xxi) not amend or modify in any material respect or terminate any existing intellectual property license, execute any new intellectual property license, sell, license or otherwise dispose of, in whole or in part, any Company Intellectual Property Rights, and/or subject any Company Intellectual Property Rights to any Encumbrance other than licenses in the ordinary course of business.

Interim Operations. (a) Prior Unless Buyer otherwise agrees in writing and except as otherwise expressly contemplated by this Agreement, between the date of this Agreement and the Closing, the Sellers shall cause each Company to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and the Effective Timecurrent relationships of such Company with its respective customers, except suppliers, advertisers, distributors and Employees and other Persons with which such Company has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets owned or used by such Company in the ordinary course of business consistent with past practice; (iv) continue capital expenditures substantially in accordance with the timing and amounts forecast for capital expenditures as set forth in the Company Disclosure Letter or schedule of capital expenditures previously provided by Sellers to Buyer and attached hereto as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conductedSchedule 5.2; (iiv) shall not amend its Certificate of Incorporation or Bylaws or maintain insurance in full force and effect substantially comparable governing instruments (other than in amount, scope and coverage to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to that in effect on the date of this Agreement; (vvi) shall not use reasonable best efforts to preserve the goodwill and ongoing operations of the business of such Company; (vii) maintain the books and records of such Company in the usual, regular and ordinary manner, on a basis consistent with past practice; (viii) perform and comply in all material respects with its Commitments; (ix) comply in all material respects with applicable Laws; and (x) except pursuant to the exercise regularly create electronic data back-ups of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14all electronically stored files. (b) Prior to the Effective Time, except Except as set forth in the Purchaser Disclosure Letter or as expressly contemplated by this Agreement, unless between the Company date of this Agreement and the Special Committee have consented in writing theretoClosing, the Purchaser: Sellers will cause each Company not to do any of the following without the prior written consent of Buyer: (i) shall not issue create any shares Encumbrance on any material properties or assets (whether tangible or intangible) of its capital stock at less than fair market value either Company; (A) other than pursuant sales of inventory in the ordinary course of business consistent with past practice, sell, assign, transfer, lease or otherwise dispose of or agree to any Purchaser Stock Plans) sell, assign, transfer, lease or effect any stock split of its capital stock; (ii) shall promptly notify the Company otherwise dispose of any breach assets of either Company or (B) cancel any representation or warranty contained herein or any Purchaser Material Adverse Effect; Indebtedness owed to either Company; (iii) shall promptly deliver to merge, consolidate or enter into any similar transaction with any Person; (iv) other than in the Company true and correct copies ordinary course of business consistent with past practice, acquire any properties or assets (whether tangible or intangible) of any reportPerson or acquire capital stock of or other equity interests in any Person; (v) (A) issue, statement incur, create, assume or schedule filed otherwise become liable for, or amend or modify the terms of, any Indebtedness, (B) assume, grant, guarantee or endorse, or make any other accommodation or arrangement making either Company responsible for, any Liabilities of any other Person, (C) make any loans, advances or capital contributions to, or investments in, any Person or (D) repay any amounts owing under any Indebtedness (except in accordance with the SEC subsequent to terms thereof as in effect as of the date of this Agreement; ); (vi) change any method of accounting or accounting practice used by either Company; (vii) (A) enter into or adopt or amend any existing Commitment relating to severance, (B) enter into or adopt or amend any existing severance plan, (C) enter into or adopt or amend any Commitment with any Employee or with respect to any Company Employee Plan (including, without limitation, the plans, programs, agreements and arrangements referred to in Section 3.19), (ivD) grant any options or awards, or (E) grant any increases in compensation (except compensation increases associated with promotions and annual reviews in the ordinary course of business, which compensation increases shall be subject to the prior written approval of Buyer, which approval shall not be unreasonably withheld); (viii) make any change in either Company's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes or settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in each case without Buyer's express written consent thereto; (ix) accelerate or delay the purchase of supplies or inventory, the shipment or sale of inventory, the collection of accounts or notes receivable or the payment of accounts or notes payable or accrued liabilities or expenses or otherwise operate the business of either Company, in each case, in a manner that would be inconsistent with such Company's ordinary course of business and consistent with past practice; (x) except as would not be required to be disclosed under Section 3.21, engage in any transaction with any Seller or such Seller's spouse, former spouse, child, parent, parent of a spouse, sibling or grandchild of such Seller or any of the foregoing Persons, any trust, partnership, corporation or other Person in which such Seller or any of the foregoing Persons has or has had a direct or indirect material interest; (xi) enter into, modify, terminate, amend, or waive, release or assign any rights or claims with respect to any Commitment other than in the ordinary course of business consistent with past practice; (xii) allow the lapse of any rights of ownership or use by either Company of any Company Proprietary Asset; (xiii) repurchase, redeem or otherwise acquire or exchange any shares of Company C Common Stock or Company S Common Stock, issue or sell any additional shares of the capital stock of, or other equity interests in, either Company, or issue or sell any securities convertible into or exchangeable for such shares or equity interests, or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of such capital stock, such other equity interests or such securities; (xiv) amend either Company's articles of incorporation or by-laws or equivalent organizational documents of such Company; (xv) declare, set aside aside, make or pay any dividend or make any other distribution (whether in cash, stock or property or any combination thereof) on the Companies Common Stock; (xvi) take any action that is reasonably likely to result in the representations and warranties set forth in Article III becoming false or inaccurate in any material respect as of the Closing Date; or (xvii) agree to take any of the actions referred to in this Section 5.2(b). (c) Between the date of this Agreement and the Closing, neither Seller shall sell, assign, pledge, encumber or otherwise transfer in any manner, or grant any options or other rights with respect to, shares of any Company C Common Stock or Company S Common Stock. Sellers hereby waive any dissenters' rights they may have under the VBCA in connection with the Mergers and agree not to dissent or demand payment with respect to any their shares of its capital stock Company C Common Stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)Company S Common Stock under the VBCA in connection with the Mergers.

Interim Operations. (a) Prior to During the Effective Timeperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, except as set forth in the Company Disclosure Letter Statement or as contemplated by any other provision the terms of this Agreement, unless the Purchaser ▇▇▇▇▇▇ has consented in writing theretothereto (which consent shall not be unreasonably withheld), Parent and Seller shall cause the Company and each of the Company: 's Subsidiaries to: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its their respective operations according to their usual, regular and ordinary "*SEE PAGE ONE OF EXHIBIT" course in substantially the same manner as heretofore conducted; , including, without limitation, continue to purchase inventory (subject to Section 5.3(j) with respect to the purchase of *), sell products (i.e. no special sales promotions or discount programs outside the ordinary course of business) and pay outstanding obligations in the ordinary course of business consistent with past practices; (ii) shall to the extent consistent with their respective businesses, use commercially reasonable good faith efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective Significant Employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) not amend its Certificate their respective Certificates of Incorporation or Bylaws By-Laws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall promptly notify the Purchaser ▇▇▇▇▇▇ of any Company Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; herein; (v) shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, but in any event, not grant any increase in compensation to any officer, director or employee in excess of five percent (5%) per annum; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices; (E) hire any new employee who shall have, or terminate the employment of any employee who has, an annual salary in excess of $50,000; or (zF) adopt any A1-14new Plan (including any stock option, stock benefit or stock purchase plan) or amend any existing Plan in any material respect, except for changes which are less favorable to participants in such Plans; (bvi) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (vii) not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, material joint venture, material license agreement, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; "*SEE PAGE ONE OF EXHIBIT" (viii) not enter into any additional research and development contracts which call for the payment or receipt of funds in excess of $10,000 individually or $50,000 in the aggregate; (ix) not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other than in the ordinary course of its business consistent with past practices, but in no event in an amount exceeding $100,000 in the aggregate (other than regular quarterly cash dividends normal expenditures for the purchase of raw materials or other supplies); (x) not make any loans, advances or capital contributions to, or investments in, any other Person; (xi) not make or commit to exceed made any capital expenditures in excess of $0.05 per share25,000 individually or $50,000 in the aggregate; (xii) not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any affiliate or Related Party of the Company or any of its Subsidiaries or enter into any transaction with any affiliate or Related Party of the Company or its Subsidiaries (except for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees of the Company or its Subsidiaries); (xiii) not voluntarily elect to alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected, except for changes in accounting laws which effect all pharmaceutical companies generally; (xiv) not grant or make any mortgage or pledge or subject itself or any of its material properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not yet delinquent; (xv) maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect; (xvi) not exercise any of the options contained in the * Agreements between the Company and *; or (xvii) not *.

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company SnapGear Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser CyberGuard has consented in writing thereto, the Company: SnapGear: (i) shallShall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) Shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments Bylaws; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall Shall promptly notify the Purchaser CyberGuard of any material emergency or other material change in its condition (financial or otherwise), business or results of operations, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; herein; (v) shall Shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) increase any compensation or enter into or amend any employment agreement with any of its present or future officers or directors, except for normal increases consistent with past practice, or (aa) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans and except for the acceleration of vesting of SnapGear Options by the SnapGear Board of Directors in accordance with Section 4.2(d) above; (bvi) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (ix) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or (y) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with its stock-based employee benefit plans, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; and (vii) Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business. (b) Prior to the Effective Time, except as set forth in the CyberGuard Disclosure Letter or as contemplated by any other ownership interests provision of this Agreement, unless SnapGear has consented in writing thereto, CyberGuard: (i) Shall conduct its operations in the ordinary course in substantially the same manner as heretofore conducted; (ii) Shall not amend its Articles of Incorporation; (iii) Shall promptly notify SnapGear of any material emergency or other than regular quarterly cash dividends material change in its condition (financial or otherwise), business or results of operations, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein; (iv) Shall not sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; (v) Shall not redeem, purchase or otherwise acquire, or propose to exceed $0.05 per share)redeem, purchase or acquire, a material amount of the outstanding CyberGuard Common Stock; and (vi) Shall not declare or make any extraordinary distributions with respect to its capital stock.

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as set forth in SECTION 6.2 of the Company Disclosure Letter or as contemplated by any other provision of this AgreementLetter, unless the Purchaser Parent has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their usual, regular and its ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers and employees, and maintain satisfactory relationships with those Persons having business relationships with them; and (iii) shall upon the discovery thereof, promptly notify Parent of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect; (iv, any breach of such representation or warranty in any material respect) shall promptly deliver or the occurrence of any event that would cause any representation or warranty contained herein no longer to the Purchaser be true and correct copies (or, in the case of any reportrepresentation or warranty that makes no reference to Material Adverse Effect, statement or schedule filed with the SEC subsequent to no longer be true and correct in any material respect). (b) From and after the date of this Agreement; Agreement until the Effective Time, except as set forth in SECTION 6.2 of the Company Disclosure Letter, unless Parent has consented in writing thereto, the Company shall not, and shall cause each of its Subsidiaries not to: (vi) shall not amend its certificate of incorporation or by-laws; (xii) except pursuant to issue, sell or pledge any shares of its capital stock or other ownership interest in the Company (other than issuances of Common Stock in respect of any exercise of options, warrants, conversion rights and other contractual rights existing stock options outstanding on the date hereof and disclosed pursuant to this Agreementin SECTION 4.4 of the Company Disclosure Letter) or its Subsidiaries, or pursuant any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to the Recapitalization issue acquire or with respect to any such shares of its capital stock, ownership interest, or convertible or exchangeable securities (or derivative instruments in respect of the foregoing); (iii) effect any stock split or otherwise change its capitalization as it existed exists on the date hereof, or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries; (yiv) (A) grant, confer or award any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stockstock or take any action to cause to be exercisable any otherwise unexercisable option under any Company Stock Plan (except as otherwise required by the terms of such unexercisable options), (B) accelerate or waive any or all of the goals, restrictions or conditions imposed under any Award, or (zC) adopt any A1-14 (b) Prior to the Effective Timeissue, except as set forth in the Purchaser Disclosure Letter sell, grant or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue award any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; right to acquire shares of capital stock under any Company Stock Plan (iiiexcept as otherwise required by such plan); (v) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not such payments by the Subsidiaries to exceed $0.05 per sharethe Company).;

Interim Operations. Except as otherwise expressly contemplated by this Agreement or as agreed to in writing by Purchaser, Seller covenants and agrees that, prior to the Closing: (a) Prior Seller shall operate the Business in the ordinary course of business consistent with past practice; provided that Seller shall be permitted to produce and hold inventory in greater amounts as Seller deems appropriate in order to facilitate the transition of manufacturing to Purchaser; (b) Seller shall use its commercially reasonable efforts to keep intact the Employee relationships and other business relationships related to the Effective TimePurchased Assets; (c) Seller shall use its commercially reasonable efforts to maintain the Assigned Permits without any action or omission that could reasonably result in revocation, suspension, restriction, cancellation or adverse modification; (d) Seller shall use its commercially reasonable efforts to keep and maintain the Purchased Assets in their present condition, repair and working order, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: for normal depreciation and wear and tear; (e) Seller shall not (i) shallincrease in any manner the compensation or fringe benefits of, or pay any bonus to, any Employee, other than (A) increases and bonuses expressly contemplated by or required under existing employment or consulting agreements or bonus plans, and shall cause each of its Significant Subsidiaries to, conduct its operations according (B) increases in compensation to their usual, regular and Employees in the ordinary course in substantially the same manner as heretofore conducted; of business consistent with past practice, and (ii) shall except as required to comply with applicable Law, pay any benefit not amend its Certificate required by any Benefit Plan as in effect as of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (vf) Other than in the ordinary course of business consistent with past practice, Seller shall not hire any Employee or terminate any Employee other than for performance-related reasons or for cause; (g) Seller shall not sell, lease, license, subject to any Lien (other than a Permitted Lien) or otherwise encumber or dispose of (including through any sale-leaseback or similar transaction) any of its rights or assets that would otherwise be Purchased Assets, other than immaterial properties or assets (or immaterial portions of properties or assets) in the ordinary course of business consistent with past practice; (h) Seller shall not adopt or put into effect a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except to the extent it would not have a Material Adverse Effect; (i) Seller shall not (xi) except pursuant enter into, or materially amend, modify or supplement any Assumed Contract or (ii) waive, release, grant, assign or transfer any of its material rights or claims that would otherwise be Purchased Assets (whether such rights or claims arise under an Assumed Contract or otherwise); (j) Seller shall (i) comply in all material respects with its obligations under the Assumed Contracts as such obligations become due, including maintenance requirements for the Leased Real Property, (ii) use commercially reasonable efforts to maintain insurance covering the Purchased Assets of such types and in such amounts as are consistent with its past practices, and (iii) use commercially reasonable efforts not to permit any insurance policy naming it as beneficiary or loss payable payee with respect to the exercise Purchased Assets to be canceled or terminated; (k) Seller shall not agree or commit to take any of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant foregoing actions prohibited by this Section 4.1. Notwithstanding anything to the contrary set forth in this Agreement, the parties acknowledge and agree that neither Purchaser nor its affiliates have the right to control or pursuant direct Seller’s operations prior to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Closing. Prior to the Effective TimeClosing, except as set forth in Seller shall exercise, consistent with the Purchaser Disclosure Letter or as contemplated by terms of this Agreement, unless the Company complete control and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of supervision over its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)operations.

Interim Operations. Except as (aA) Prior Parent shall otherwise permit in writing pursuant to the Effective Timelast sentence of this Section 3.1, except as (B) set forth in Section 3.1 of the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (iC) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as expressly contemplated by this Agreement, unless the Amalgamation Agreement or the Sub Amalgamation Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time: (a) the business of the Company and its Subsidiaries shall be conducted in the Special Committee have consented in writing theretoordinary and usual course and, to the extent consistent therewith, the Purchaser: Company shall and shall cause its Subsidiaries to use its reasonable best efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates; (b) it shall not (i) shall not issue issue, sell, pledge, dispose of or encumber any shares share capital owned by it in any of its capital stock at less than fair market value (other than Subsidiaries, except as permitted pursuant to Section 7.02 of the US$800,000,000 Credit Agreement (the “Existing Credit Agreement”) dated as of December 17, 2003 among the Company, the lenders party thereto and Citicorp North America, Inc., as administrative agent (a “Permitted Temporary Share Lien”), provided that if any Purchaser Stock Plans) or effect any stock split of its capital stockPermitted Temporary Share Lien is incurred, it shall cause such Permitted Temporary Share Lien to be released and discharged in full prior to the Closing (the condition in this proviso not to be effective until the Repayment Time); (ii) shall promptly notify amend its memorandum of association or bye-laws or amend or modify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse EffectRights Agreement; (iii) shall promptly deliver to the Company true split, consolidate, combine or reclassify its issued and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreementoutstanding share capital; and (iv) shall not declare, set aside or pay any dividend payable in cash, shares or make property in respect of any share capital other distribution than dividends payable from its direct or payment with respect indirect Subsidiaries to the Company or any shares of its capital stock or other ownership interests (Subsidiaries, provided that if any dividends other than regular quarterly dividends payable in cash from its direct or indirect wholly owned Subsidiaries to the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice are paid, it shall cause such dividends to be repaid prior to the Closing (the condition in this proviso not to exceed $0.05 per sharebe effective until the Repayment Time).; or (v) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase or otherwise acquire, any indebtedness for borrowed money of the Company or any of its Subsidiaries, or any share capital or any securities convertible into or exchangeable or exercisable for any share capital, other than from the Company or any Subsidiary (a “Permitted Repurchase”), provided that, prior to the Closing, it shall cause any such indebtedness for borrowed money, share capital or securities the subject of such Permitted Repurchase to be transferred back to the party that transferred it in the Permitted Repurchase for the same consideration, if any, paid in the Permitted Repurchase. The term “Repayment Time” means the time of repayment of all amounts owing under, and termination of, the Existing Credit Agreement, which Existing Credit Agreement the Company covenants to repay and terminate as provided at the end of this Section 3.1;

Interim Operations. (a) Prior Weblink covenants and agrees as to the Effective Timeitself and its Subsidiaries that, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, from and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to after the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights Agreement and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior prior to the Effective TimeTime (unless Metrocall shall otherwise approve in writing, and except as set forth in the Purchaser Disclosure Letter or as otherwise expressly contemplated by this Agreement, unless disclosed in the Company and Weblink Disclosure Letter, or required by applicable Law (including any orders of the Special Committee have consented in writing thereto, the Purchaser: Weblink Bankruptcy Court)): (i) It shall not issue any conduct its business and the business of its Subsidiaries only in the ordinary course of business and, to the extent consistent therewith, it and its Subsidiaries shall use all commercially reasonable efforts to preserve their respective business organizations and assets intact and maintain their respective existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates; (ii) It shall not: (A) amend its certificate of incorporation or bylaws; (B) split, combine, subdivide or reclassify its outstanding shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (iiC) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend payable in cash, stock or make any other distribution or payment property with respect to any capital stock; or (D) repurchase, redeem or otherwise acquire, except in connection with existing commitments under Weblink Stock Plans but subject to Weblink's obligations under subparagraph (iii) below, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into, or exchangeable or exercisable for, any shares of its capital stock; (iii) Neither it nor any of its ERISA Affiliates shall: (A) accelerate, amend or change the period of exercisability of or terminate, establish, adopt, enter into, make any new grants or awards of stock-based compensation or other ownership interests benefits under any Compensation and Benefit Plans; (B) amend or otherwise modify any Compensation and Benefit Plan; or (C) increase the salary, wage, bonus or other compensation of any directors, officers or key employees, in each case except: (w) changes in compensation and benefits in an amount in the aggregate not exceeding $300,000; (x) for grants or awards to directors, officers and employees of it or its Subsidiaries under existing Compensation and Benefit Plans in such amounts and on such terms as are consistent with past practice; (y) in the ordinary course of its business (which may include normal periodic performance reviews and related compensation and benefit increases and the provision of individual Weblink Compensation and Benefit Plans consistent with past practice for promoted or newly hired officers and employees on terms consistent with past practice); or (z) for actions necessary to satisfy existing contractual obligations under Compensation and Benefit Plans existing as of the date of this Agreement; (iv) Neither it nor any of its Subsidiaries shall incur, repay or retire prior to maturity or refinance any indebtedness for borrowed money or guarantee any such indebtedness or issue, sell, repurchase or redeem prior to maturity any debt securities or warrants or rights to acquire any debt securities or guarantee any debt securities of others, except (A) for any refinancing of such indebtedness or debt securities on terms no less favorable in the aggregate to Weblink or (B) the DIP Financing (defined below), in each case which would not prevent, materially delay or materially impair Weblink's ability to consummate the transactions contemplated by this Agreement or the Weblink Prearranged Plan; (v) Neither it nor any of its Subsidiaries shall make any capital expenditures in an aggregate amount in excess of $54,000,000 after January 1, 2001; (vi) Neither it nor any of its Subsidiaries shall issue, deliver, sell, pledge or encumber shares of any class of its capital stock or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, or any bonds, debentures, notes, or other debt obligations having the right to vote or that are convertible or exercisable for, any such shares, except Weblink may issue Weblink Common Stock in exchange for indebtedness or debt securities pursuant to clause (iv) above; (vii) Except as permitted under Section 6.2 or in connection with the exercise of its termination right under Section 8.4(b), neither it nor any of its Subsidiaries shall authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, (A) any merger, consolidation or business combination (other than regular quarterly the Merger), or (B) any purchase, sale, lease, license or other acquisition or disposition of any business or of a material amount of assets or securities, except for in the case of clause (B) (x) transactions entered into in the ordinary course of its business, or (y) any acquisition of assets or any investment having a cash dividends purchase price of $5,000,000 or less in any single instance and $10,000,000 or less in the aggregate, or (z) any sale of assets having a sale price, individually or in aggregate, in excess of $5,000,000, in each case where such acquisition, investment or sale would not prevent, materially delay or materially impair Weblink's ability to exceed consummate the transactions contemplated by this Agreement or the Weblink Prearranged Plan; (viii) Weblink shall not make any material change in its accounting policies or procedures, other than any such change that is required by GAAP; (ix) Weblink shall not release, assign, settle or compromise any material claims or litigation in excess of $0.05 500,000 (unless the full amount of any such settlement or compromise shall be payable under Weblink's insurance policies) or make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability; and (x) Neither it nor any of its Subsidiaries shall authorize or enter into any agreement to do any of the foregoing. (b) Metrocall covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless Weblink shall otherwise approve in writing and except as otherwise expressly contemplated by this Agreement, disclosed in the Metrocall Disclosure Letter, or required by applicable Law (including any orders of the Metrocall Bankruptcy Court): (i) Its business and the business of its Subsidiaries shall be conducted only in the ordinary course of business and, to the extent consistent therewith, it and its Subsidiaries shall use all commercially reasonable efforts to preserve their respective business organizations and assets intact and maintain their respective existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates; (ii) It shall not: (A) amend its certificate of incorporation or bylaws; (B) split, combine, subdivide or reclassify its outstanding shares of capital stock; (C) declare, set aside or pay any dividend payable in cash, stock or property with respect to any capital stock, except for a dividend that would be received by holders of Weblink Common Stock on an equivalent post-Merger basis per shareshare of Metrocall Common Stock after the Effective Time; or (D) repurchase, redeem or otherwise acquire, except in connection with existing commitments under Metrocall Stock Plans but subject to Metrocall's obligations under subparagraph (iii) below, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into, or exchangeable or exercisable for, any shares of its capital stock; (iii) Neither it nor any of its ERISA Affiliates shall: (A) accelerate, amend or change the period of exercisability of or terminate, establish, adopt, enter into, make any new grants or awards of stock-based compensation or other benefits under any Compensation and Benefit Plans; (B) amend or otherwise modify any Compensation and Benefit Plan; or (C) increase the salary, wage, bonus or other compensation of any directors, officers or key employees, in each case except: (w) changes in compensation and benefits in an amount in the aggregate not exceeding $300,000; (x) for grants or awards to directors, officers and employees of it or its Subsidiaries under existing Compensation and Benefit Plans in such amounts and on such terms as are consistent with past practice; (y) in the ordinary course of its business (which may include normal periodic performance reviews and related compensation and benefit increases and the provision of individual Metrocall Compensation and Benefit Plans consistent with past practice for promoted or newly hired officers and employees on terms consistent with past practice); or (z) for actions necessary to satisfy existing contractual obligations under its Compensation and Benefit Plans existing as of the date of this Agreement; (iv) Neither it nor any of its Subsidiaries shall incur, repay or retire prior to maturity or refinance any indebtedness for borrowed money or guarantee any such indebtedness or issue, sell, repurchase or redeem prior to maturity any debt securities or warrants or rights to acquire any debt securities or guarantee any debt securities of others, except for any refinancing of such indebtedness or debt securities on terms no less favorable in the aggregate to Metrocall and which would not prevent, materially delay or materially impair Metrocall's ability to consummate the transactions contemplated by this Agreement or the Metrocall Prearranged Plan; (v) Neither it nor any of its Subsidiaries shall make any capital expenditures in an aggregate amount in excess of $92,000,000 after January 1, 2001; (vi) Neither it nor any of its Subsidiaries shall issue, deliver, sell, pledge or encumber shares of any class of its capital stock or any securities convertible or exchangeable into, or any rights, warrants or options to acquire, or any bonds, debentures, notes, or other debt obligations having the right to vote or that are convertible or exercisable for, any such shares, except Metrocall may issue Metrocall Common Stock issued in exchange for indebtedness or debt securities pursuant to clause (iv) above; (vii) Except as permitted under Section 6.2or in connection with the exercise of its termination right under Section 8.5(b), neither it nor any of its Subsidiaries shall authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, (A) any merger, consolidation or business combination (other than the Merger), or (B) any purchase, sale, lease, license or other acquisition or disposition of any business or of a material amount of assets or securities, except for in the case of clause (B) (x) transactions entered into in the ordinary course of its business, or (y) any acquisition of assets or any investment having a cash purchase price of $5,000,000 or less in any single instance and $10,000,000 or less in the aggregate, or (z) any sale of assets having a sale price, individually or in aggregate, in excess of $5,000,000 in each case where such acquisition, investment or sale would not prevent, materially delay or materially impair Metrocall's ability to consummate the transactions contemplated by this Agreement or the Metrocall Prearranged Plan; (viii) Metrocall shall not make any material change in its accounting policies or procedures, other than any such change that is required by GAAP; (ix) Metrocall shall not release, assign, settle or compromise any material claims or litigation in excess of $500,000 (unless the full amount of any such settlement or compromise shall be payable under Metrocall's insurance policies) or make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability; and (x) Neither it nor any of its Subsidiaries shall authorize or enter into any agreement to do any of the foregoing. As used herein, "ordinary course of business" (1) prior to the commencement of the Bankruptcy Cases, means the ordinary course of business of a Person consistent with such Person's past custom and practice (including with respect to quantity and frequency); provided that (A) actions taken by a Person contemplated by this Agreement, including the commencement of the Bankruptcy Cases, and (B) applicable only to the term as used in Sections 6.1(a)(i) and 6.1(b)(i) of this Agreement, any and all actions taken while such Person operated as a distressed company prior to and following the commencement of its Bankruptcy Cases shall not be deemed for any purposes of this Agreement to constitute actions not in the ordinary course of business and (2) following the commencement of the Bankruptcy Cases, shall have the same meaning as in the Bankruptcy Code.

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeTime of the Merger, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementSchedule, and unless the Purchaser Active has consented in writing thereto, the Company: Alier: (i) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) To the extent consistent with its business, shall not amend use commercially reasonable efforts to preserve intact its Certificate business organization and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); its officers, employees and contractors and maintain satisfactory relationships with those persons having business relationships with it; (iii) shall Shall promptly notify the Purchaser Active of any Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall Shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation, make payment of cash bonuses to, or enter into or amend any employment agreement with any of its present or future officers, directors, employees or contractors except for normal increases consistent with past practice; (zD) grant any severance or termination package to any employee, contractor or consultant; or (E) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except to the extent required by applicable law or under the terms of this Agreement; (bv) Prior Shall not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, license agreement partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (vi) With the exception of licenses entered into in the ordinary course of business, shall not transfer to any person or entity any rights to the Effective TimeIntellectual Property Rights; (vii) Except in the ordinary course of business, except as with prior notice to Active, shall not violate, amend, or otherwise change the terms of any of the contracts set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless Schedules; (viii) Shall not commence a lawsuit other than for: the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares routine collection of its capital stock at less than fair market value bills (other than pursuant against customers or vendors of Active and its Subsidiaries of which Active or its counsel have received notice); or for injunctive relief on the grounds that Alier has suffered immediate and irreparable harm not compensable in money damages provided Alier has obtained the prior written consent of Active, such consent not to any Purchaser Stock Plans) be unreasonably withheld; or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any for breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and ; (ivix) shall Shall not declare, set aside or pay any dividend or make take any other distribution action which could reasonably be expected to cause a major customer or payment supplier or key employee or contractor to terminate its relationship with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).Alier;

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementStatement, unless the Purchaser has Wats▇▇ ▇▇▇ consented in writing theretothereto (which consent shall not be unreasonably withheld), the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, ,: (i) conduct its their respective operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) shall to the extent consistent with their respective businesses, use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) not amend its Certificate their respective Certificates of Incorporation or Bylaws By-Laws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall promptly notify Wats▇▇ ▇▇ any material emergency or other Company Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the Purchaser of any same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (ivv) shall promptly deliver to the Purchaser true Wats▇▇ ▇▇▇e and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (vvi) shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices; (E) hire any new employee who shall have, or terminate the employment of any employee who has, an annual salary in excess of $80,000; or (zF) adopt any A1-14 new employee benefit plan (bincluding any stock option, stock benefit or stock purchase plan) Prior to the Effective Timeor amend any existing employee benefit plan in any material respect, except as set forth for changes which are less favorable to participants in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).such plans;

Interim Operations. Between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Article IX, except as set forth on Schedule 7.1 or as expressly required by this Agreement, unless Buyer has previously consented in writing or as required by applicable Law, the Company will (ai) Prior conduct its operations in the Ordinary Course of Business and (ii) use commercially reasonable efforts to preserve present relationships with customers, suppliers, co-packers, vendors, distributors, employees and lenders having business dealings with the Company (it being understood that, for the avoidance of doubt, prior to the Effective Time, the Company may use all available cash to repay any Company Debt). Without limiting the foregoing, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Article IX, except as set forth in the Company Disclosure Letter on Schedule 7.1 or as contemplated expressly required by any other provision of this Agreement, unless the Purchaser Buyer has previously consented in writing theretoor as required by applicable Law, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) Company shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation do any of the transactions contemplated by this Agreement); following: (iiia) shall promptly notify the Purchaser incur any Company Debt or issue any long-term debt securities or assume, guarantee or endorse such obligations of any breach other Person, except for indebtedness incurred in the Ordinary Course of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies Business under lines of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights credit existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, which will be paid off at the Closing and included in Company Debt; (i) except in the Ordinary Course of Business, sell, transfer, assign, lease, license, abandon or dispose of, any material property or assets, (ii) mortgage or encumber, or subject to any Lien, any property or assets other than Permitted Liens incurred in the Ordinary Course of Business, or (iii) cancel any debts owed to or claims held by the Company; (c) other than in the Ordinary Course of Business, enter into, amend, modify, renew, cancel or terminate any Material Contract; provided that the Company shall be permitted to extend, renew or replace any such Material Contract with one or more Contracts on substantially similar terms; (d) enter into, adopt, amend, terminate, or increase the amount benefits or compensation (including any bonus) due under any Employee Plan or other benefit or compensation plan, program, Contract, or arrangement, including any agreement relating to the compensation or severance of any employee of the Company, except to the extent required by Law; (e) make any change to the Company’s accounting methods, principles or practices, except as may be required by GAAP or changes in Law; (f) make or change any material Tax election, change an annual accounting period, or adopt or change any accounting method; (g) make any amendment (whether by merger, consolidation or otherwise) to the Company’s Organizational Documents; (h) issue, redeem, pledge, deliver, grant, sell, or otherwise dispose of any Equity Interests or options, warrants, calls, subscriptions or other rights to purchase or redeem any Equity Interests of the Company, or issue or declare any non-cash dividends or distributions with respect thereto, or split, combine, reclassify or subdivide the Equity Interests of the Company, or otherwise change the capital structure of the Company; (i) directly or indirectly, acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets or otherwise acquire any assets or business of, or acquire any equity interests in, any Person; (j) (i) initiate any Action or (ii) enter into any settlements or compromises of any Actions, if such settlements or compromises would involve (x) the imposition of any material non-monetary restrictions upon the Company, or (y) grantany payment in excess of $100,000; (k) allow any material insurance policies to lapse, confer without renewal or award replacement on commercially reasonable terms; (l) make any optionmaterial loans, warrantadvances or capital contributions to, conversion right or material investments in, any other Person; (m) make capital expenditures in excess of $500,000, in the aggregate; (n) dispose of (whether by transfer, merger, consolidation, disposition of stock or assets or otherwise), directly or indirectly, any material assets, properties or businesses, other than (i) the sale of inventory in the Ordinary Course of Business or (ii) the sale or disposal of obsolete or excess equipment in the Ordinary Course of Business; (o) create any Subsidiary of the Company; (p) (i) adopt a plan of agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other right not existing material reorganization or (ii) file a bankruptcy petition under any provisions of federal or state bankruptcy law on behalf of the date hereof Company or consent to acquire the filing of any shares of its capital stockbankruptcy petition against the Company under any similar law; (q) materially delay, decrease, or (z) adopt any A1-14increase the rate of promotional or marketing expenditures, other than in the ordinary course of business; or (br) Prior authorize, agree or commit to take any of the actions described in the foregoing sub-clauses of this Section 7.1. Nothing contained in this Section 7.1 or elsewhere in this Agreement shall preclude the Company, in its sole discretion, from making cash distributions to Seller prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by Time using available cash on hand and without otherwise violating this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)Section 7.1.

Interim Operations. (a) Prior Seller agrees that, after the date of this Agreement and prior to the Effective TimeClosing Date (unless Buyer shall otherwise approve in writing) and except as required by Applicable Law, the Business shall be conducted in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, Seller shall use its commercially reasonable efforts to (i) preserve intact the present business organization of the Business (except as may be otherwise contemplated by the Supply Agreement), (ii) maintain in effect all foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations and (iii) keep available the services of the directors, officers and key employees and suppliers (except as may be otherwise contemplated by the Supply Agreement) of the Business. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Closing, except (i) as otherwise expressly contemplated by this Agreement, (ii) as Buyer may approve in writing, (iii) as is required by Applicable Law or Governmental Authorities, (iv) as may be reasonably required to comply with the Transition Plan or (v) as set forth in the Company Disclosure Letter Schedule 5.6, Seller will not: (a) adopt or as contemplated by propose any amendment or change in its articles of association or bylaws or other applicable governing instruments; (b) merge or consolidate with any other provision Person, or restructure, reorganize or completely or partially liquidate; (c) acquire assets outside of the ordinary course of business in a manner that is inconsistent with past practice or the Transition Plan, other than acquisitions pursuant to Contracts in effect as of the date of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according Agreement that have been disclosed to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent Buyer prior to the date of this Agreement; ; (vd) shall not sell, lease or otherwise transfer, or create or incur any Lien on, any Purchased Assets, including the Reagents; (xe) sell, lease or otherwise transfer, or create or incur any Lien on, any items within the Inventory; (f) except pursuant for any repurchase, cancellation or exchange by Seller of its stock or warrants or as otherwise provided in any existing option plan of Seller that has been made available to the exercise of optionsBuyer, warrantsissue, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementsell, pledge, dispose of, grant, transfer, encumber, or pursuant to authorize the Recapitalization issue issuance, sale, pledge, disposition, grant, deliver, lease, license, guarantee or encumbrance of, any shares of its capital stock of Seller, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, effect or any stock split or otherwise change its capitalization as it existed on the date hereofoptions, (y) grant, confer or award any option, warrant, conversion right warrants or other right not existing on the date hereof rights of any kind to acquire any shares of its such capital stockstock or such convertible or exchangeable securities; (g) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (h) modify in any respect any of the Assumed Contracts or waive any failure to comply with any provision thereunder by any of the other parties thereto; (i) enter into any agreement or arrangement that is material to the Purchased Assets, including entering into, renewing, extending, amending or terminating any license agreement with respect to the Intellectual Property of a third person or the Transferred Intellectual Property, or (z) adopt any A1-14that materially increases Seller’s actual or contingent liabilities and obligations beyond cash available to satisfy them; (bj) Prior take (or omit to take) any action that adversely affects, or could reasonably be expected to adversely affect, any rights of Seller to the Effective TimeTransferred Intellectual Property, except or abandon or permit to lapse any rights of Seller to the Transferred Intellectual Property; (k) settle, or offer or propose to settle, (1) any litigation, investigation, arbitration, proceeding or other claim involving or against Seller, the Purchased Assets or the Business or (2) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby or by the Related Documents; (l) amend or modify the BGX Asset Purchase Agreement, or waive any provision thereof, or consent to or approve any action by BGX that is not otherwise expressly permitted thereunder, provided, however that any approval required by Buyer pursuant to this clause (l) shall not be unreasonably withheld; (m) take any action that would make any representation or warranty of Seller hereunder, or omit to take any action necessary to prevent any representation or warranty of Seller hereunder from being, inaccurate in any respect at, or as of any time before, the Closing Date; (n) agree, resolve or commit to do any of the foregoing. As part of the Collaboration, Seller is currently in the process of transferring the Technology to certain third party suppliers in order to enable such suppliers to deliver materials directly to Buyer for use in its work relating to the Collaboration. Seller shall, in line with current plans as set forth in the Purchaser Disclosure Letter or as contemplated by this Supply Agreement, unless complete the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares transfer by it to such third party suppliers of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver all such Technology prior to the Company true Closing Date in a manner reasonably satisfactory to Buyer. For the purposes of this Section 5.6, “Technology” includes all technology, know-how and correct copies documentation of any report, statement or schedule filed Seller that such third party suppliers reasonably require in order to supply Buyer with the SEC subsequent materials required for Buyer’s work relating to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)Collaboration as currently conducted.

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on Between the date hereof and disclosed the Closing Date or the earlier termination of this Agreement in accordance with ARTICLE X, except as (a) may be required by Law, (b) (b) may be consented to in writing by Buyer, (c) may be expressly required, contemplated or permitted pursuant to this Agreement, or pursuant (d) set forth on Schedule 7.1(d), each Seller shall use its reasonable best efforts to conduct the business of such Seller in the Ordinary Course of Business, and to the Recapitalization issue any shares of extent consistent therewith, such Seller shall use its capital stockbest efforts to preserve intact its business in all material respects. Without limiting the foregoing, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on from the date hereof until the closing Date, Seller shall: (i) comply in all material respects with all Laws applicable to acquire the conduct of the Business or the ownership and use of the Purchased Assets; (ii) not (A) acquire, or dispose of, any shares of its capital stockPurchased Assets, or (zB) adopt mortgage or encumber any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (Purchased Assets other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; Permitted Liens; (iii) shall promptly deliver to other than in the Company true and correct copies Ordinary Course of Business or a termination by another contract party under the terms of a Purchased Contract, not enter into, amend, modify or terminate any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and Purchased Contract; (iv) shall not declare, set aside enter into any settlement or pay any dividend or make any other distribution or payment release with respect to any shares material Action relating to the Purchased Assets, unless such settlement or release contemplates only the payment of money (or the modification, termination or release of any rights or obligations of any Seller) without ongoing limits on the ownership or operation of the Purchased Assets; (v) not, in each case in respect of the Purchased Assets and in the event such action would cause a material increase in Buyer’s Tax liability, (A) make, revoke, or modify any material Tax election, or (B) commence any material Tax Action or settle or compromise any material Tax Action; or (vi) not take or permit any action that would cause any of the changes, events or conditions described in clauses (i) through (viii) above to occur. Nothing contained in this Section 7.1 or elsewhere in this Agreement shall preclude any Seller, in its capital stock sole discretion, from making cash distributions or from using all available cash to repay any indebtedness. Nothing contained in this Section 7.1 or elsewhere in this Agreement shall prevent any Seller from assuming, settling, canceling or otherwise terminating any or all of such Seller’s obligations, receivables, payables, loans or other ownership interests (other than regular quarterly cash dividends not intercompany accounts. In addition, nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to exceed $0.05 per share)control or direct the Business or operations of any Seller prior to the Closing. Prior to the Closing, each Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Interim Operations. (a) Prior to From and after the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision date of this AgreementAgreement until the time Purchaser's designees constitute a majority of the Board in accordance with Section 1.4 hereof, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact their business organizations, maintain in effect all existing material qualifications, licenses, permits, approvals and other authorizations referred to in SECTIONS 6.1 and 6.12, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)their officers and key employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall promptly upon the discovery thereof notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies occurrence of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (ivv) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practices. (b) Except as disclosed in Schedule 8.1 of the Company Disclosure Schedules, from and after the date of this Agreement until the time Purchaser's designees constitute a majority of the Board in accordance with Section 1.4 hereof, unless Purchaser has consented in writing thereto, the Company shall not, and shall not declarepermit any of its Subsidiaries to: (i) amend its certificate of incorporation or bylaws or comparable governing instruments; (ii) issue, set aside sell, pledge or pay register for issuance or sale any dividend shares of capital stock or make other ownership interest in the Company (other than issuances of Common Stock in respect of any other distribution exercise of Options outstanding on the date hereof or payment in connection with the acquisitions of ▇▇▇▇.▇▇▇, Inc. and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.) or any of the Subsidiaries, 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, or ownership interest, or convertible or exchangeable securities or accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interest; (iii) effect any stock split or conversion of any of its capital stock or otherwise change its capitalization as it exists on the date hereof, other than as set forth in this Agreement; (iv) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or other ownership interests (capital stock of any of its Subsidiaries, other than regular quarterly cash as set forth in this Agreement; (v) declare or pay any dividends on or make other distributions in respect of any of its capital stock; (vi) sell, lease or otherwise dispose of any of its assets or properties (including capital stock of any of its Subsidiaries), mortgage, pledge or impose a lien or other encumbrance on any of its material assets or property (including capital stock of any of its Subsidiaries), except in the ordinary course of business; (vii) acquire by merger, purchase or any other manner, any business or entity or otherwise acquire any assets that are material to the Company and its Subsidiaries taken as a whole, except for purchases of inventory, supplies or capital expenditures in the ordinary course of business consistent with past practice; (viii) incur or assume any long-term or short-term debt, except for working capital purposes in the ordinary course of business under the Company's existing credit facilities and capital expenditures made in accordance with the Company's previously adopted capital budget, copies of which have been provided to Purchaser; (ix) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except wholly owned Subsidiaries of the Company; (x) make or forgive any loans, advances or capital contributions to, or investments in, any other person; (xi) enter into any new employment, severance, consulting or salary continuation agreements with any newly hired employees other than in the ordinary course of business or enter into any of the foregoing with any existing officers, directors or employees or grant any increases in compensation or benefits to any officers, directors or employees except for regularly scheduled employee raises in the ordinary course of business consistent with the Company's past practices or raises that, in the case of executive officers, have been approved by the compensation committee of the Board of Directors prior to the date hereof in the ordinary course of business consistent with the committee's past practices; (xii) adopt or amend in any material respect (including any increase in the payment to or benefits under) or terminate any employee benefit plan or arrangement; (xiii) make any material changes in the type or amount of their insurance coverage or permit any material insurance policy naming the Company or any Subsidiary as a beneficiary or a loss payee to be canceled or terminated; (xiv) except as may be required by law or generally accepted accounting principles, change any material accounting principles or practices used by the Company or its Subsidiaries; (xv) take any action to cause the Common Stock to cease to be traded on the Nasdaq National Market prior to the completion of the Offer or the Merger; (xvi) enter into any agreement providing for aggregate payments by the Company in excess of $100,000, PROVIDED, HOWEVER, that no consent shall be required with respect to any agreement for the purchase of media advertising providing for aggregate payments by the Company of less than $250,000; (xvii) make any change to the pricing structure of its advertising inventory, except in the ordinary course of business, consistent with past practice; (xviii) enter into, terminate, fail to renew, or accelerate any license, distributorship, dealer, sales representative, joint venture, credit or other agreement if such action could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xix) fail to operate, maintain, repair or otherwise preserve its material assets and properties consistent with past practice; (xx) fail to comply with all applicable filing, payment and withholding obligations under all applicable federal, state, local or foreign laws relating to Taxes except where such failure to comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xxi) make any material tax election or settle or compromise any material federal, state, local or foreign income tax liability; (xxii) pay, discharge, settle or satisfy any claims, liabilities or objections (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of the foregoing in the ordinary course of business consistent with past practice, or, if not in the ordinary course of business, the payment, discharge or satisfaction of the foregoing that, individually and in the aggregate, does not exceed $0.05 per share)250,000; or (xxiii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementStatement, unless the Purchaser iOwn has consented in writing thereto, the Company: : (ia) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (iib) To the extent consistent with its business, shall use its reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; (c) Shall not amend its Certificate of Incorporation or Bylaws By- Laws or comparable governing instruments (other than to permit the consummation of the transactions instruments, except as contemplated by this Agreement); ; (iiid) shall Shall promptly notify the Purchaser iOwn of any material emergency or other Material Adverse Effect of the Company, any litigation or governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (ive) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall Shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, except pursuant to the Company Stock Option Plans; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices; (E) hire any new employee who shall have a salary of greater than $50,000.00, or terminate the employment of any employee not in the normal course of business; or (zF) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (bf) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action, except as set forth in Section 5.9; (g) Shall not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (h) Shall not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other than (i) in the ordinary course of its business consistent with past practices, but in no event in an amount exceeding $10,000 individually or $100,000 in the aggregate (other than regular quarterly cash dividends normal expenditures for the purchase of raw materials or other supplies) or (ii) pursuant to the Company's bank line of credit in the ordinary course of business consistent with past practices; (i) Shall not make any loans, advances or capital contributions to, or investments in, any other Person (as defined below), except for loans to exceed employees made in connection with the purchase of Company Common Stock under existing option agreements and advances of expenses made to employees in the ordinary course of business; (j) Except as described in the Disclosure Statement, shall not make or commit to made any capital expenditures in excess of $0.05 per share25,000 individually or $100,000 in the aggregate; (k) Shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any affiliate or Related Party of the Company or enter into any transaction with any affiliate or Related Party of the Company (except for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees of the Company); (l) Shall not alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected; (m) Shall not grant or make any mortgage or pledge or subject itself or any of its material properties or assets to any lien, charge or encumbrance of any kind, except Liens for taxes not currently due; and (n) Shall maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect.

Interim Operations. (a) Prior From the date of this Agreement to the Effective Time, except as set asset forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementSCHEDULE 8.2(a), unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact their business organizations and goodwill, maintain in effect all existing qualifications, licenses, permits, approvals and other authorizations referred to in SECTIONS 6.1 and 6.14, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)their officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall promptly upon the discovery thereof notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); and (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement, any internal monthly reports prepared for or delivered to the Board of Directors after the date hereof and monthly financial statements for the Company for and as of each month end subsequent to the date of this Agreement. (b) From and after the date of this Agreement to the Effective Time, except as set forth on SCHEDULE 8.2(b), unless Purchaser has consented in writing thereto, the Company shall not, and shall not permit to, (i) amend its Certificate of Incorporation or Bylaws or comparable governing instruments; (vii) shall not issue, sell or pledge any shares of its capital stock or other ownership interest in the Company (x) except pursuant to the other than issuances of Common Stock in respect of any exercise of options, warrants, conversion rights and other contractual rights existing Options outstanding on the date hereof and disclosed pursuant to this Agreementin SCHEDULE 6.4) or any of the Subsidiaries, or pursuant any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to the Recapitalization issue acquire or with respect to any such shares of its capital stock, ownership interest, or convertible or exchangeable securities; or accelerate any right to convert or exchange or acquire any securities of the Company for any such shares or ownership interest; (iii) effect any stock split or otherwise change its capitalization as it existed exists on the date hereof, ; (yiv) grant, confer or award any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stock, stock or (z) adopt take any A1-14 (b) Prior action to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue cause to be exercisable any shares of its capital otherwise unexercisable option under any existing stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stockoption plan; (iiv) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by a wholly-owned Subsidiary); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of ; (vii) sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries), except in the ordinary course of business, none of which dispositions individually or in the aggregate will be material; (viii) settle or compromise any pending or threatened Litigation, other than settlements which involve solely the payment of money (without admission of liability) not to exceed $0.05 per share500 in any one case; (ix) acquire by merger, purchase or any other manner, any business or entity or otherwise acquire any assets that are material, individually or in the aggregate, to the Company taken as a whole, except for purchases of inventory, supplies or capital equipment in the ordinary course of business consistent with past practice; (x) incur or assume any long-term or short-term debt, except for working capital purposes in the ordinary course of business under the Company's existing credit agreement set forth in SCHEDULE 6.19;(xi) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except wholly owned Subsidiaries of the Company; (xii) make or forgive any loans, advances or capital continuations to, or investments in, any other person other than loans and advances to employees in the ordinary course of business which do not exceed $5,000 in the aggregate at any one time outstanding;(xiii) make any Tax election or settle any Tax liability other than settlements involving solely the payment of money, which settlement would be permitted by clause (viii); (xiv) grant any stock related or performance awards; (xv) enter into any employment, severance, consulting or salary continuation agreements with any officers, directors or employees or grant any increases incompensation or benefits to employees; (xvi) adopt, amend in any material respect or terminate any employee benefit plan or arrangement;(xvi) permit any insurance policy naming the Company or any Subsidiary as a beneficiary or a loss payee to be canceled or terminated other than in the ordinary course of business; and (xvii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior CPI covenants and agrees that, after the date hereof and prior to the CPI Merger Effective TimeTime (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as set forth in Section 6.1(a) of the Company CPI Disclosure Letter Letter, or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and Asset Purchase Agreement or the Special Committee have consented in writing thereto, the Purchaser: Ancillary Agreements): (i) it shall not issue any shares conduct its business as a holding company for Company Shares in the ordinary course of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; business, consistent with past practice and comply in all material respects with all applicable Laws, including Environmental Laws; (ii) it shall promptly notify the not (A) issue, sell, pledge, dispose of or encumber any Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse EffectShares; (iiiB) shall promptly deliver amend its certificate of incorporation or bylaws except pursuant to the Company true and correct copies Recapitalization Amendment; (C) split, combine or reclassify its outstanding shares of any reportcapital stock, statement or schedule filed with the SEC subsequent except pursuant to the date of this AgreementRecapitalization Amendment; and or (ivD) shall not declarerepurchase, set aside redeem or pay any dividend or make any other distribution or payment with respect to otherwise acquire any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock except pursuant to the Recapitalization Amendment; (iii) it shall not issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any CPI Voting Debt or any material property or assets except pursuant to the Recapitalization Amendment; (iv) it shall not incur any material liability or obligation or otherwise engage in any activity or take any action other ownership interests than in furtherance of the consummation of the transactions pursuant to this Agreement in accordance with the provisions of this Agreement; provided, however, that prior to the due adoption of this Agreement by holders of the Company Shares constituting the Company Requisite Vote, CPI shall not be prohibited by this clause (iv) from providing information at the Company's request in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal pursuant to clause (B) of the proviso in Section 6.2(a) or from participating in negotiations or discussions by the Company with a Person pursuant to clause (C) of the proviso in Section 6.2(a); (v) it shall not change in any material respect any of the accounting principles or practices used by it, except as may be required as a result of a change in GAAP; and (vi) it shall not make any tax election without prior notice to Parent, except in the ordinary course of business; and (vii) it shall not authorize or enter into an agreement to do any of the foregoing. (b) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Company Merger Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Company Disclosure Letter, the Asset Purchase Agreement or the Ancillary Agreements): (i) it shall operate the business of it and its Subsidiaries (other than such portion as comprises the Business) only in the ordinary course of business, consistent with past practice and in material compliance with all applicable Laws, and, to the extent consistent with such operation, use commercially reasonable efforts to: (A) preserve the present business organization intact; and (B) preserve any beneficial business relationships with all customers, suppliers, Government Entities, and others having business dealings with the business of it and its Subsidiaries (other than such portion as comprises the Business); (ii) it shall maintain (A) the material assets of the Company and its Subsidiaries (other than the Purchased Assets) in such condition and repair consistent with past practice, and (B) insurance upon all of the material assets of the Company and its Subsidiaries (other than the Purchased Assets) and with respect to the conduct of the business of the Company and its Subsidiaries (other than the Business) in full force and effect, comparable in amount, scope, and coverage to that in effect on the date of this Agreement; (iii) it shall not (A) authorize, issue, deliver, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries that are not Transferred Subsidiaries (as defined in the Asset Purchase Agreement); (B) amend its or its Subsidiaries' or certificate of incorporation or bylaws or equivalent organizational documents; (C) split, combine or reclassify (including causing the conversion of Class B Common Shares to Common Shares pursuant to Article FOURTH, Section 2(e)(1)(iii) of the certificate of incorporation of the Company) its or its Subsidiaries' outstanding shares of capital stock; (D) declare, set aside, make or pay any dividend payable in cash, stock, property or otherwise in respect of any capital stock other than dividends from its direct or indirect wholly owned Subsidiaries and other than, in the case of the Company, regular quarterly cash dividends not in excess of $0.08 per Company Share per quarter (paid to record holders of stock on a date set consistent with past practice); or (E) repurchase, redeem or otherwise acquire, except, in the case of the Company in each case set forth above, in connection with the Stock Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (iv) neither it nor any of its Subsidiaries that are not Transferred Subsidiaries shall (A) issue, authorize, deliver, grant, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any Company Voting Debt (other than, in the case of the Company, Company Common Shares issuable pursuant to Company Options or Stock Awards outstanding on the date hereof under the Stock Plans); (B) lease or otherwise dispose of, or grant or sell any option or right to purchase that portion of the Company's business that does not include the Purchased Assets, except in the ordinary course of business, consistent with past practice; or (C) sell, assign, transfer, convey or otherwise dispose of any material asset or right of the Company or subject any of the assets of the Company (other than the Purchased Assets) to any further material lien, charge, license, mortgage, pledge, security interest or similar encumbrance (each, an "Encumbrance"), other than (i) Permitted Encumbrances (as defined in the Asset Purchase Agreement) (ii) as reflected, reserved or otherwise disclosed in the Audited Pro Forma Financial Statements, the Interim Pro Forma Financial Statements or the financial statements included in or incorporated by reference in the Company Reports filed prior to the date of this Agreement or (iii) in the ordinary course of business, consistent with past practice; (v) neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any Compensation and Benefit Plans or arrangement that would be a Compensation and Benefit Plan if it were in effect on the date hereof, or pay or promise to pay, any bonus, profit-sharing or special compensation to the Employees or Directors or make any increase in the compensation or benefits payable or to become payable to any of such Employees or Directors, or hire, without the consent of Parent which consent shall not be unreasonably withheld, any employee who would be entitled to an annual base salary greater than $100,000, except (A) for changes that are required by applicable Law, (B) to satisfy obligations under the terms of any Compensation and Benefit Plan in effect as of the date hereof, (C) for increases in compensation that are made in the ordinary course of business consistent with past practice (which shall include normal periodic performance reviews and related compensation and benefit increases), which increases their effective dates for corporate officers are set forth in Section 6.1(b)(v) of the Company Disclosure Letter and (D) for employment arrangements for or grants of awards, other than equity-based awards, to newly hired employees (hired in accordance with this paragraph) in the ordinary course of business consistent with past practice; provided, however, that nothing in this clause (v) shall permit any action that would otherwise be prohibited by clause (iv)(A) above; (vi) except in the ordinary course of business consistent with past practice or in connection with the Assets Purchase, neither it nor any of its Subsidiaries shall enter into or terminate any Company Contract, or make any change in any of its Company Contracts; (vii) neither it nor any of its Subsidiaries shall make any tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be canceled or terminated without prior notice to Parent, except in the ordinary and usual course of business or in connection with the Assets Purchase; (viii) neither it nor any of its Subsidiaries shall (A) acquire (by merger, consolidation or acquisition of stock or assets) or sell (by merger, consolidation or sale of stock or assets) any corporation, partnership or other business organization or division thereof or any assets in each case, which are material to the Company and its Subsidiaries taken as a whole other than in connection with the Assets Purchase, (B) incur any long-term indebtedness for money borrowed or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans, advances or capital contributions to, or investments in any other person (other than a Subsidiary or Transferred Subsidiary of the Company or in connection with the Assets Purchase), in each case, other than (x) in the ordinary course of business consistent with past practice or (y) any letter of credit entered into in the ordinary course of business consistent with past practice, (C) authorize any new capital expenditures which are, in the aggregate, in excess of $500,000 other than unforeseen capital expenditures that may be necessary to operate the business 45 consistent with past practice or (D) authorize any new commitments for taurolidine spending which are, in the aggregate, in excess of $500,000 (it being understood that commitments made prior to the date hereof with respect to pre-clinical work or clinical studies are not covered by these limitations); (ix) neither it nor any of its Subsidiaries shall change in any material respect any of the accounting principles or practices used by it, except as may be required as a result of a change in SEC guidelines or GAAP; (x) neither it nor any of its Subsidiaries shall pay, discharge or satisfy any liabilities or Obligations, other than any payment, discharge or satisfaction (A) in the ordinary course of business consistent with past practice, (B) in accordance with the terms of any such liabilities or Obligations, (C) which does not involve an amount in excess of $100,000, or (D) as set forth in Section 6.1(b)(x) of the Company Disclosure Letter; (xi) neither it nor any of its Subsidiaries shall settle or compromise any litigation pending against the Company (whether or not commenced prior to the date of this Agreement) other than settlements or compromises of litigation or where the amount paid (less the amount reserved for such matters by the Company or covered by insurance) in settlement or compromise in each case does not exceed $0.05 per share100,000 or $500,000 in the aggregate; (xii) neither it nor any of its Subsidiaries shall effectuate a "plant closing" or "mass layoff," as those terms are defined in WARN or any state or local law, affecting in whole or in part any site of employment, facility, operating unit or employee; (xiii) neither it nor any of its Subsidiaries shall adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization, merger or other reorganization of the Company or any of its Subsidiaries (other than the Mergers and the Assets Purchase); (xiv) neither it nor any of its Subsidiaries shall involuntarily separate any Employee from employment with the Company without due cause; and (xv) neither it nor any of its Subsidiaries shall authorize or enter into an agreement to do any of the foregoing. (c) The provisions of this Section 6.1 notwithstanding, nothing in this Agreement shall be construed or interpreted to prevent the Company or any Subsidiary from (i) entering into the Asset Purchase Agreement and the Ancillary Agreements or complying with any of the terms thereof (ii) subject to Section 8.8, of the Asset Purchase Agreement making, accepting or settling intercompany advances to, from or with one another; (iii) subject to Section 6.21(b), causing any Subsidiary to pay or distribute to the Company all cash, money market instruments, bank deposits, certificates of deposit, other cash equivalents, marketable securities and other investment securities then owned or held by such Subsidiary; (iv) subject to Section 6.21(b), causing any Subsidiary which owns or holds any Purchased Assets to transfer such assets to the Company or its nominee prior to the Closing by means of a dividend, distribution in kind or other transfer without consideration; or (v) subject to Section 6.21(b), engaging in any other transaction incident to the normal cash management procedures of the Company and its Subsidiaries, including, without limitation, short-term investments in bank deposits, money market instruments, time deposits, certificates of deposit and bankers' acceptances and borrowings for working capital purposes and purposes of providing additional funds to Subsidiaries made, in each case, in the ordinary course of business, consistent with past practice; provided, however, that neither the Company nor any of its Subsidiaries may take any action pursuant to this Section 6.1(c) to the extent such action would have a material adverse effect on the Tax liability of the Company or any of its Subsidiaries without the prior written consent of Parent, which shall not be unreasonably withheld or delayed.

Interim Operations. (a) Prior to From and after the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision date of this AgreementAgreement until the time Purchaser's designees constitute a majority of the Board in accordance with Section 1.4 hereof, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact their business organizations, maintain in effect all existing material qualifications, licenses, permits, approvals and other authorizations referred to in Sections 6.1 and 6.12, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)their officers and key employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall promptly upon the discovery thereof notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies occurrence of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (ivv) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practices. (b) Except as disclosed in Schedule 8.1 of the Company Disclosure Schedules, from and after the date of this Agreement until the time Purchaser's designees constitute a majority of the Board in accordance with Section 1.4 hereof, unless Purchaser has consented in writing thereto, the Company shall not, and shall not declarepermit any of its Subsidiaries to: (i) amend its certificate of incorporation or bylaws or comparable governing instruments; (ii) issue, set aside sell, pledge or pay register for issuance or sale any dividend shares of capital stock or make other ownership interest in the Company (other than issuances of Common Stock in respect of any other distribution exercise of Options outstanding on the date hereof or payment in connection with the acquisitions of ▇▇▇▇.▇▇▇, Inc. and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.) or any of the Subsidiaries, 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, or ownership interest, or convertible or exchangeable securities or accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interest; (iii) effect any stock split or conversion of any of its capital stock or otherwise change its capitalization as it exists on the date hereof, other than as set forth in this Agreement; (iv) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or other ownership interests (capital stock of any of its Subsidiaries, other than regular quarterly cash as set forth in this Agreement; (v) declare or pay any dividends on or make other distributions in respect of any of its capital stock; (vi) sell, lease or otherwise dispose of any of its assets or properties (including capital stock of any of its Subsidiaries), mortgage, pledge or impose a lien or other encumbrance on any of its material assets or property (including capital stock of any of its Subsidiaries), except in the ordinary course of business; (vii) acquire by merger, purchase or any other manner, any business or entity or otherwise acquire any assets that are material to the Company and its Subsidiaries taken as a whole, except for purchases of inventory, supplies or capital expenditures in the ordinary course of business consistent with past practice; (viii) incur or assume any long-term or short-term debt, except for working capital purposes in the ordinary course of business under the Company's existing credit facilities and capital expenditures made in accordance with the Company's previously adopted capital budget, copies of which have been provided to Purchaser; (ix) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except wholly owned Subsidiaries of the Company; (x) make or forgive any loans, advances or capital contributions to, or investments in, any other person; (xi) enter into any new employment, severance, consulting or salary continuation agreements with any newly hired employees other than in the ordinary course of business or enter into any of the foregoing with any existing officers, directors or employees or grant any increases in compensation or benefits to any officers, directors or employees except for regularly scheduled employee raises in the ordinary course of business consistent with the Company's past practices or raises that, in the case of executive officers, have been approved by the compensation committee of the Board of Directors prior to the date hereof in the ordinary course of business consistent with the committee's past practices; (xii) adopt or amend in any material respect (including any increase in the payment to or benefits under) or terminate any employee benefit plan or arrangement; (xiii) make any material changes in the type or amount of their insurance coverage or permit any material insurance policy naming the Company or any Subsidiary as a beneficiary or a loss payee to be canceled or terminated; (xiv) except as may be required by law or generally accepted accounting principles, change any material accounting principles or practices used by the Company or its Subsidiaries; (xv) take any action to cause the Common Stock to cease to be traded on the Nasdaq National Market prior to the completion of the Offer or the Merger; (xvi) enter into any agreement providing for aggregate payments by the Company in excess of $100,000, provided, however, that no consent shall be required with respect to any agreement for the purchase of media advertising providing for aggregate payments by the Company of less than $250,000; (xvii) make any change to the pricing structure of its advertising inventory, except in the ordinary course of business, consistent with past practice; (xviii) enter into, terminate, fail to renew, or accelerate any license, distributorship, dealer, sales representative, joint venture, credit or other agreement if such action could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xix) fail to operate, maintain, repair or otherwise preserve its material assets and properties consistent with past practice; (xx) fail to comply with all applicable filing, payment and withholding obligations under all applicable federal, state, local or foreign laws relating to Taxes except where such failure to comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xxi) make any material tax election or settle or compromise any material federal, state, local or foreign income tax liability; (xxii) pay, discharge, settle or satisfy any claims, liabilities or objections (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of the foregoing in the ordinary course of business consistent with past practice, or, if not in the ordinary course of business, the payment, discharge or satisfaction of the foregoing that, individually and in the aggregate, does not exceed $0.05 per share)250,000; or (xxiii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior to the Effective Time, and to allow West Pac and Frontier to coordinate their respective operations between the date hereof and the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementAgreement or by the Frontier Disclosure Schedule, unless the Purchaser West Pac has consented in writing thereto, the Company: Frontier: (i) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) shall Shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its respective officers and employees and maintain satisfactory relationships with those persons having business relationships with it; (iii) Shall not amend its Certificate Articles of Incorporation or Bylaws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall Shall promptly notify the Purchaser West Pac of any material emergency or other material change in its condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its business or of its properties, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (ivv) shall Shall promptly deliver to the Purchaser West Pac true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (vvi) shall Shall not (xA) except pursuant to (I) the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement; (II) the issuance of options or warrants in the ordinary course of business consistent with past practices; or (III) the issuance of Frontier Common Stock in connection with additional equity investments in Frontier permitted under the provisions of this Section 5(a), or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer increase any compensation or award enter into or amend any option, warrant, conversion right or other right not existing on the date hereof to acquire employment agreement with any shares of its capital stockpresent or future officers, directors or employees, except for normal increases consistent with past practice (provided, however, that no such increase shall exceed 5% per annum) and the payment of cash bonuses to officers pursuant to and consistent with existing plans or programs; (C) grant any severance or termination package to any employee or consultant other than in the ordinary course of business consistent with past practices; or (zD) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (bvii) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitments for any such action; (viii) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the Frontier Disclosure Schedule or otherwise permitted hereunder, shall not enter into any material transaction, or agree to enter into any material transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a substantial portion of assets or capital stock, or enter into any additional aircraft lease; provided, however, that the foregoing shall not prohibit Frontier from issuing and selling up to an aggregate of $10,000,000 of shares of Frontier Common Stock, or any securities convertible or otherwise exchangeable into shares of Frontier Common Stock at an issue price, or with respect to convertible or exchangeable securities, a conversion or exchange price, that shall not exceed a thirty percent (30%) discount to the market value of such shares of Frontier Common Stock as of the date of issuance, so long as, (A) the issuance of such shares by Frontier does not contain any provisions impairing West Pac's ability to issue additional securities or incur additional indebtedness before or after the Effective Time; (B) any shares issued by Frontier are not senior to the Series B Preferred or the Series C Preferred after the consummation of the Merger; (C) the issuance of such shares by Frontier shall not impair the ability of either party to consummate the Merger; and (D) in the case of securities convertible or otherwise exchangeable into shares of Frontier Common Stock, appropriate provision is made in the governing documents relating to such securities to give effect to the Merger, including adjustments to the conversion or exchange price consistent with the adjustments for Frontier Options pursuant to Section 1.5 of this Agreement; (ix) Shall not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other than in the ordinary course of its business consistent with past practices, but in no event in an amount exceeding $1,000,000 in the aggregate (other than normal expenditures for the purchase of raw materials or other supplies); provided, however, that Frontier may incur up to an aggregate of $10,000,000 of such indebtedness on commercially reasonable terms with the prior written approval of West Pac, which approval shall not be unreasonably withheld; (x) Shall not make any loans, advances or capital contributions to, or investments in, any other Person, except loans, advances or capital contributions to, or investments in, any of its Subsidiaries or made in the ordinary course of business consistent with past practices; (xi) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the Frontier Disclosure Schedule or otherwise permitted hereunder, shall not make or commit to make any capital expenditures in excess of $500,000 in the aggregate; (xii) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the Frontier Disclosure Schedule or otherwise permitted hereunder, shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any affiliate of Frontier or enter into any transaction with any affiliate of Frontier; (xiii) Shall not alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected; (xiv) Shall not grant or make any mortgage or pledge or subject itself or any of its material properties or assets to any lien, charge or encumbrance of any kind, except (A) statutory liens for taxes not yet due, (B) liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due; and (C) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; (xv) Shall maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect; and (xvi) Shall use commercially reasonable efforts, which shall not require the payment of money or other consideration, to terminate, on or before the Effective Time, that certain Marketing and Code Sharing Agreement, dated as of January 20, 1997 between Frontier and Exec Express II (d/b/a Aspen Mountain Air) and Peak International. (b) Prior to the Effective Time, and to allow West Pac and Frontier to coordinate their respective operations between the date hereof and the Effective Time, except as contemplated by any other provision of this Agreement or by the West Pac Disclosure Schedule, unless Frontier has consented in writing thereto, West Pac: (i) Shall conduct its operations according to their usual, regular quarterly and ordinary course in substantially the same manner as heretofore conducted; (ii) Shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its respective officers and employees and maintain satisfactory relationships with those persons having business relationships with it; (iii) Shall not amend its Restated Certificate of Incorporation or By-Laws, except for amendments to the Restated Certificate of Incorporation of West Pac necessary in order to (A) increase the number of authorized shares of West Pac Common Stock to 40,000,000; or (B) designate the rights of any series or class of preferred stock of West Pac in connection with the issuance of securities by West Pac in connection with additional equity investments in West Pac or additional financing transactions involving West Pac permitted under the terms of this Section 5.2(b); (iv) Shall promptly notify Frontier of any material emergency or other material change in its condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of its business or of its properties, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach of any representation or warranty contained herein; (v) Shall promptly deliver to Frontier true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vi) Shall not (A) except pursuant to (I) the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement; (II) the issuance of options or warrants in the ordinary course of business consistent with past practices; or (III) the issuance of securities in connection with additional equity investments in West Pac or additional financing transactions involving West Pac permitted under the provisions of this Section 5(b), including, without limitation, the issuance of warrants in connection with aircraft lease transactions, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof; (B) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice (provided, however, that no such increase shall exceed 5% per annum) and the payment of cash dividends bonuses to officers pursuant to and consistent with existing plans or programs; (C) grant any severance or termination package to any employee or consultant other than in the ordinary course of business consistent with past practices; provided, however, that West Pac may enter into severance arrangements with any Person who currently has an employment agreement with West Pac; or (D) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (vii) Shall not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to exceed any shares of its capital stock or other ownership interests, other than regularly scheduled dividend payments on shares of Series B Preferred Stock; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitments for any such action, other than the redemption of shares of Series B Preferred Stock in accordance with their terms; (viii) Except in connection with agreements, obligations or undertakings in effect on the date hereof and disclosed in the West Pac Disclosure Schedule or otherwise permitted hereunder, shall not enter into any material transaction, or agree to enter into any material transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a substantial portion of assets or capital stock or enter into any additional aircraft leases; provided, however, that the foregoing shall not prohibit West Pac to (A) enter into any additional aircraft leases for up to an additional seven (7) aircraft; (B) issue and sell up to an aggregate of $0.05 10,000,000 of shares of West Pac Common Stock, or any securities convertible or otherwise exchangeable into shares of West Pac Common Stock ("TRANCHE A") for a per shareshare issue price, or with respect to convertible or exchangeable securities, a per share conversion or exchange price of not less than five dollars ($5.00) per share (the "TRANCHE A ISSUE PRICE")., provided, however, that West Pac may issue and sell all or any portion of Tranche A at less than the Tranche A Issue Price if the Exchange Ratio is adjusted upward as follows:

Interim Operations. (a) Prior With respect to operations of the Effective Time, except as set forth in Assets during the Company Disclosure Letter or as contemplated by any other provision period between the execution of this AgreementAgreement and the Closing Date (the “Interim Period”), unless the Purchaser has consented in writing thereto, the Company: Seller covenants that it shall (i) shallto the extent within the control of Seller, cause the Assets to be maintained and shall cause each of its Significant Subsidiaries tooperated in the ordinary course, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practices; (ii) shall not amend its Certificate provide notice of Incorporation or Bylaws or comparable governing instruments (other any AFE copies received by Seller for any operations involving Seller commitments of less than $100,000, net to permit the consummation of the transactions contemplated by this Agreement)Seller’s interest; (iii) shall promptly notify obtain Buyer’s prior written approval prior to consenting to (A) any workover designed to change the Purchaser existing completion interval with respect to any Well, and (B) any future expenditures and proposed contracts and agreements relating to the Assets that involve individual commitments of any breach of any representation $100,000 or warranty contained herein or any Company Material Adverse Effectmore, net to Seller’s interest; (iv) shall promptly deliver obtain Buyer’s prior written approval prior to, by action or inaction, going non-consent on any proposal made pursuant to any joint operating or similar agreement affecting the Purchaser true Assets; and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall obtain Buyer’s written approval before voting under any operating, unit, joint venture, or similar agreement; provided, however, that Buyer will not unreasonably withhold or delay a determination on any such approval under (xiii), (iv) except pursuant or (v) above. Furthermore, during the Interim Period, Seller will not, without the prior written consent of Buyer, (a) enter into any agreement or arrangement transferring, selling, or encumbering any of the Assets, other than sales of current production or products in the ordinary course of business and dispositions in the ordinary course of business of any item of personal property or equipment having a value of less than $50,000 and that is promptly replaced with similar property or equipment of equal or greater value and utility; (b) grant any Preferential Right or other similar right to purchase any Assets; or (c) enter into, terminate or amend any Material Contract relating to the exercise Assets, including entering into any new production sales contract extending beyond the Closing Date and not terminable on sixty (60) days’ notice or less; or (d) commit to do any of optionsthe foregoing. Notwithstanding the forgoing, warrantsin the face of serious risk to life, conversion rights property, or the environment, Seller may take, or consent to, such action as a prudent operator, or non-operator, as the case may be, would take without obtaining Buyer’s prior consent. Seller shall notify Buyer of any emergency action taken, and other contractual rights existing on to the date hereof and disclosed pursuant extent reasonably practicable, obtain Buyer’s prior approval of such actions. However, except for emergency action that must be taken in the face of serious risk to this Agreementlife, property, or the environment, Seller has no obligation to undertake any actions with respect to the Assets that are not required in the course of the normal operation of the Assets. To the extent that Seller is not the operator of any portion of the Assets, the obligations of Seller in Section 12.1 concerning operations or activities that normally, or pursuant to existing contracts are carried out or performed by the Recapitalization issue operator, shall be construed to require only that Seller use all reasonable efforts (without being obligated to incur any shares expense or institute any cause of its capital stock, effect any stock split action) to cause the operator of such portion of the Assets to take such actions or otherwise change its capitalization as it existed on render such performance within the date hereof, (y) grant, confer or award any option, warrant, conversion right constraints of the applicable operating or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)agreements.

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementStatement, unless the Purchaser has Wats▇▇ ▇▇▇ consented in writing theretothereto (which consent shall not be unreasonably withheld), the Company: : (i) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) To the extent consistent with its business, shall use commercially reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; (iii) Shall not amend its Certificate of Incorporation or Bylaws By-Laws or comparable governing instruments (other than to permit the consummation of the transactions instruments, except as contemplated by this Agreement); ; (iiiiv) shall Shall promptly notify Wats▇▇ ▇▇ any material emergency or other Company Material Adverse Effect, any material litigation or material governmental complaints, investigations 36 37 or hearings (or communications indicating that the Purchaser of any same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; herein; (v) shall Shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, except pursuant to the Company Stock Option Plans; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice and the payment of cash bonuses to officers and employees pursuant to (I) the discretionary bonus program of the Company in an amount not to exceed $500,000 in the aggregate for calendar year 1996; and (II) the sales incentive program of the Company in effect as of the date hereof; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices; (E) hire any new employee who shall have, or terminate the employment of any employee who has, an annual salary in excess of $75,000; or (zF) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (bvi) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (vii) Shall not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, license agreement partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (viii) Shall not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other than (i) in the ordinary course of its business consistent with past practices, but in no event in an amount exceeding $50,000 individually or $100,000 in the aggregate (other than regular quarterly cash dividends normal expenditures for the purchase of raw materials or other supplies) or (ii) pursuant to the Company's bank line of credit in the ordinary course of business consistent with past practices; (ix) Shall not make any loans, advances or capital contributions to, or investments in, any other Person (except for loans to exceed $0.05 per shareemployees made in connection with the purchase of Company Common Stock under existing option agreements and advances of expenses made to employees in the ordinary course of business).;

Interim Operations. (a) Prior From the date hereof until the Closing Date, Seller shall (or, with respect to Assets that are not Seller Operated Assets, shall use its commercially reasonable efforts to cause the operator of such Assets in which it owns working interests to): (i) not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the Assets capable of commercial production, or release or abandon all or any portion of the Leases without Purchaser’s written consent; (ii) not cause the Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Seller Operated Assets anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000.00) per operation, or any operation on the Assets not operated by Seller anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000) per operation, net to Seller’s interest, without Purchaser’s written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not create any lien, security interest or other encumbrance with respect to the Effective TimeAssets (except for Permitted Encumbrances), or, without Purchaser’s written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days’ notice except production sold under a contract listed on Exhibit A-3; (v) not agree to any alterations in the contracts included in or relating to a material portion of the Assets or enter into any material new contracts relating to the Assets (other than contracts terminable on not more than thirty (30) days’ notice) without Purchaser’s written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller’s title warranties beyond those expressly contained in this Agreement); (viii) furnish Purchaser with copies of all AFEs in excess of one hundred thousand dollars ($100,000.00), net to Seller’s interest, received or issued by Seller prior to the Closing; (ix) not liquidate, dissolve, recapitalize or otherwise wind up its business in any respect as it relates to or affecting the Assets; (x) not change its accounting methods, policies or practices, in each case as it relates to the Assets, except as set forth required by applicable law; (xi) not cancel or waive any claims or rights of material value; (xii) not commence, settle or propose to settle any Proceedings related to the Assets; (xiii) not take any action, or fail to take any action, which action or failure to act will or could reasonably be expected to lead to the termination or material modification of any permits necessary to operate the Assets as presently conducted; (xiv) not agree, whether in writing or otherwise, to take or omit to take any action inconsistent with the Company Disclosure Letter or as contemplated by any other provision of foregoing. (b) Notwithstanding anything to the contrary in this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, from and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to after the date of this Agreement, until Closing, Seller shall: (i) provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to arrange for access) to the Assets for inspection thereof at the sole cost, risk and expense of Purchaser; (ii) use reasonable efforts to obtain any and all necessary consents, waivers (including waiver of preferential purchase rights), permissions and approvals of third parties or governmental authorities in connection with the sale and transfer of the Assets other than approvals of federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, claim, obligation or suit which affects any of the Assets; and (v) shall not (x) except pursuant to the exercise promptly notify Purchaser of optionsany event, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementcondition, or pursuant occurrence which results in any of the representations and warranties made herein to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14be untrue.; and (bvi) Prior to the Effective Timecarry on its business, except as set forth in the Purchaser Disclosure Letter or ordinary course, substantially as contemplated by this Agreement, unless presently conducted and substantially consistent with past practice and use commercially reasonable efforts to maintain and preserve intact the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).business organization

Interim Operations. (a) Prior From and after the date of this Agreement to the Effective Time, unless Purchaser has consented in writing thereto and except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing theretoLetter, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend its Certificate use commercially reasonable efforts to preserve intact their business organizations, maintain in effect all existing material qualifications, licenses, permits, approvals and other authorizations referred to in Sections 6.1 and 6.12, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)their officers and key employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall promptly upon the discovery thereof notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (ivv) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practices. (b) From and after the date of this Agreement to the Effective Time, unless Purchaser has consented in writing thereto and except as set forth in the Disclosure Letter, the Company shall not, and shall not declarepermit any of its Subsidiaries to, set aside (i) amend its certificate of incorporation or pay bylaws or comparable governing instruments; (ii) issue, sell, pledge or register for issuance or sale any dividend shares of capital stock or make other ownership interest in the Company (other than issuances 27 32 of Common Stock in respect of any other distribution exercise of Options and warrants outstanding on the date hereof or payment purchases of Common Stock pursuant to the ESPP) or any of the Subsidiaries, 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, or ownership interest, or convertible or exchangeable securities or accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interest; (iii) effect any stock split or conversion of any of its capital stock or otherwise change its capitalization as it exists on the date hereof, other than as set forth in this Agreement; (iv) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or other ownership interests (capital stock of any of its Subsidiaries, other than regular quarterly cash dividends as set forth in this Agreement; (v) sell, lease or otherwise dispose of any of its assets or properties (including capital stock of any of its Subsidiaries), mortgage, pledge or impose a lien or other encumbrance on any of its material assets or property (including capital stock of any of its Subsidiaries), except in the ordinary course of business; (vi) acquire by merger, purchase or any other manner, any business or entity or otherwise acquire any assets that are material to the Company and its Subsidiaries taken as a whole, except for purchases of inventory, supplies or capital expenditures in the ordinary course of business consistent with past practice; (vii) incur or assume any long-term or short-term debt, except for working capital purposes in the ordinary course of business under the Company's existing credit facilities and capital expenditures made in accordance with the Company's previously adopted capital budget, copies of which have been provided to Purchaser; (viii) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except wholly owned Subsidiaries of the Company; (ix) make or forgive any loans, advances or capital contributions to, or investments in, any other person; (x) enter into any new employment, severance, consulting or salary continuation agreements with any newly hired employees other than in the ordinary course of business or enter into any of the foregoing with any existing officers, directors or employees or grant any increases in compensation or benefits to any officers, directors or employees except for regularly scheduled employee raises in the ordinary course of business consistent with the Company's past practices or raises that, in the case of executive officers, have been approved by the compensation committee of the Board of Directors prior to the date hereof and disclosed to Purchaser prior to the date of this Agreement; (xi) adopt or amend in any material respect (including any increase in the payment to or benefits under) or terminate any employee benefit plan or arrangement; (xii) make any material changes in the type or amount of their insurance coverage or permit any material insurance policy naming the Company or any Subsidiary as a beneficiary or a loss payee to be canceled or terminated; (xiii) except as may be required by law or generally accepted accounting principles, change any material accounting principles or practices used by the Company or its Subsidiaries; (xiv) take any action to cause the Common Stock to cease to be traded on the Nasdaq National Market prior to the completion of the Offer or the Merger; (xv) enter into a Material Agreement, except as required or permitted by subsection (vii) or (xvi) of this Section 8.1(b) or Section 8.10(b) and except for agreements relating to the purchase or sale of the Company's products (including, without limitation, supply, purchase and shipping contracts) to be performed within 90 days; (xvi) enter into, terminate, fail to renew, or accelerate any license, distributorship, dealer, sales representative, joint venture, 28 33 credit or other agreement if such action could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xvii) fail to operate, maintain, repair or otherwise preserve its material assets and properties consistent with past practice; (xviii) fail to comply with all applicable filing, payment and withholding obligations under all applicable federal, state, local or foreign laws relating to Taxes except where such failure to comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xix) make any tax election or settle or compromise any federal, state, local or foreign income tax liability; (xx) pay, discharge, settle or satisfy any claims, liabilities or objections (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of the foregoing in the ordinary course of business consistent with past practice, or, if not in the ordinary course of business, the payment, discharge or satisfaction of the foregoing that, individually and in the aggregate, does not exceed $0.05 per share)250,000; or (xxi) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior Seller covenants that from the date hereof to the Effective TimeClosing Date, except (A) as set forth provided herein, (B) as required by any existing contract or (C) otherwise consented to in writing by Purchaser, Seller shall: 3.02.01 Not (A) in any manner deal with, incur obligations with respect to, or undertake any transactions relating to the Resource Assets other than transactions (i) to which the Purchaser has given its prior written consent, which consent shall not be withheld unreasonably, (ii) in the Company Disclosure Letter or as contemplated by any other provision ordinary and regular course of business of owning the Resource Assets, and (iii) subject to the terms and conditions of this Agreement; (B) dispose of, unless encumber or relinquish the Permit or any part of the area thereof; (C) waive, compromise or settle any right or claim that would have a material adverse effect on the ownership, operation or value of any of the Resource Assets ; or (D) commit to any operation, service or related activity with respect to the Resource Assets , which would or could reasonably be expected to require expenditures (capital, maintenance, expense or otherwise) in excess of $25,000 in the aggregate (except emergency operations whereupon Seller shall give notice of such expenditure to Purchaser has consented at the earliest possible time, including a statement of the amount of such expenditure and the facts which bring the expenditure within such exception), or terminate, materially amend or extend any agreement materially affecting the Resource Assets without the prior consent of Purchaser, which consent shall not be unreasonably withheld. 3.02.02 Promptly notify Purchaser of any suit, lessor demand action, or other proceeding before any court, arbitrator, or governmental agency and any cause of action which relates to Seller and/or the Resource Assets or which might result in writing theretoimpairment or loss of any portion of the Resource Assets or which might hinder or impede the operation of the Permit. 3.02.03 Make or give all notifications, the Company: (i) shallfilings, consents or approvals from, to or with all governmental authorities, and shall cause will cooperate with Purchaser in obtaining the issuance, assignment or transfer, as the case may be, by each such authority of its Significant Subsidiaries to, conduct its operations according such permits as may be necessary for Purchaser to their usual, regular own and ordinary course in substantially operate the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit Resource Assets following the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of in this Agreement; (v) provided that Seller shall not (x) except pursuant be required to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue incur any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth expense in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)connection therewith.

Interim Operations. (a) Prior to Between the Effective TimeSigning Date and the Closing Date or the earlier termination of this Agreement in accordance with Article X, except for the Restructuring, as set forth in the Company Disclosure Letter on Schedule 7.1 or as contemplated otherwise expressly permitted by any other provision of this Agreement, unless the Purchaser Buyer has previously consented in writing thereto(which consent will not be unreasonably withheld, conditioned, or delayed) or as required by applicable Law (provided that Buyer shall be deemed to consent if Buyer fails to notify Seller of any objection with respect thereto within three (3) Business Days of Seller’s request), the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, Company will conduct its operations according to their usualoperations, regular in all material respects, in the Ordinary Course of Business. Without limiting the foregoing, between the Signing Date and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation Closing Date or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date earlier termination of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective TimeAgreement in accordance with Article X, except for the Restructuring, as set forth in the Purchaser Disclosure Letter on Schedule 7.1 or as contemplated by this Agreement, unless the Company and the Special Committee have ▇▇▇▇▇ has previously consented in writing thereto(which consent will not be unreasonably withheld, conditioned or delayed), the Purchaser: Company shall not do any of the following: (a) make any amendment to the Company’s Organizational Documents (other than in connection with the Conversion); (b) issue, grant, pledge, encumber, dispose of, pledge or sell any capital stock or other equity interests of any kind (include phantom equity or other rights) or other rights to purchase any capital stock or other equity interests of any kind of the Company or split, combine or subdivide the capital stock of the Company; (c) except in the Ordinary Course of Business, dispose of any material property or assets, except for disposing of obsolete assets with an aggregate value of less than $500,000; (d) except for amendments in the Ordinary Course of Business, amend, modify (other than renewals in the Ordinary Course of Business) or terminate any Material Contract or that would be a Material Contract if it were in effect on the date hereof or any other contract that purports to materially restrict the operations of Buyer or its Affiliates (excluding the Company) following the Closing; (e) hire, terminate (other than for cause) or increase the salary or other compensation of any officer, director or other individual service provider of the Company whose annual compensation exceeds $200,000 per year, other than as required by Law, any existing agreement, or the terms of any Employee Plan; (f) make any material change to the Company’s accounting (including tax accounting) methods, principles or practices, except as may be required by GAAP or changes in Law; (g) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that could implicate the WARN Act; (h) intentionally waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation (other than ordinary course confidentiality obligation) of any current or former employee or independent contractor, other than releases of such covenants resulting from the expiration of such covenants in accordance with their terms; (i) shall not issue enter into any shares merger, consolidation, reorganization or similar agreement; (j) make, revoke or change any material Tax election (excluding, for the avoidance of its capital stock at less than fair market value (doubt, in connection with the Restructuring), adopt or change any material Tax accounting method, file any amended Tax Return, enter into any closing agreement with respect to Taxes, settle any material Tax claim or assessment, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, fail to pay any material amount of Tax when due, or take a material position on a Tax Return that is materially inconsistent with the past practices and customs of the Company other than pursuant as a result of a change in Law; (k) make or commit to make any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify expenditures that exceed $500,000 in the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver aggregate, except for capital expenditures set forth in the budget previously made available to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent Buyer prior to the date of this Agreement; and Agreement or for emergency expenditures required to maintain the business operations due to unforeseen circumstances, including but not limited to, acts of God, emergencies, or regulatory requirements; (ivl) shall not declaresettle or compromise any litigation, set aside claim or pay any dividend investigation in excess of $500,000; (m) incur or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests ▇▇▇▇▇ ▇ ▇▇▇▇ (other than regular quarterly a Permitted Lien) on any material assets, properties or rights of the Company; (n) make any capital contributions or investments in any other Person (other than short-term investments for cash management purposes); (o) agree to take any of the actions described in clauses (a) through (n) above. Nothing contained in this Section 7.1 or elsewhere in this Agreement shall preclude the Company, in its sole discretion, from using available Cash to pay indebtedness, transaction expenses, cash dividends not or distributions. In addition, nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to exceed $0.05 per share)control or direct the business or operations of the Company prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Interim Operations. (a) Prior The Company covenants and agrees as to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, itself and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular that from and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to after the date of this Agreement; Agreement and prior to the Effective Time the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, the Company and its Subsidiaries shall use their commercially reasonable efforts to preserve their respective business organizations intact and to maintain their existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates (vunless Parent shall otherwise approve in writing (which approval will not be unreasonably withheld or delayed)), except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter, except as required by applicable Law and except that this sentence shall not prohibit actions or omissions that would be prohibited by clauses (i) through (xv) of the following sentence but are not so prohibited because they are within the applicable exceptions and permissions of such clauses or are approved by Parent in writing as provided therein. In addition, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing (which approval will not be unreasonably withheld or delayed)), except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter, and except as required by applicable Law: (i) the Company shall not (xA) except pursuant to the exercise amend its articles of optionsincorporation or bylaws; (B) split, warrantscombine, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, subdivide or pursuant to the Recapitalization issue any reclassify its outstanding shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (iiC) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make distribution payable in cash, stock or property in respect of any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends on the Company Shares approved by the Company’s board of directors and in an amount which is consistent with past practice; or (D) purchase, repurchase, redeem or otherwise acquire or permit any of the Company’s Subsidiaries to purchase or otherwise acquire any shares of the Company’s or any of its Subsidiaries’ capital stock or securities convertible into or exchangeable or exercisable for any shares of such capital stock; (ii) neither the Company nor any of its Subsidiaries shall merge or consolidate with any other Person, except for any such transactions among wholly-owned Subsidiaries of the Company (or the Company and its wholly-owned Subsidiaries), or adopt a plan of liquidation, dissolution, restructuring, recapitalization or other reorganization; (iii) neither the Company nor any of its Subsidiaries shall take any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (iv) neither the Company nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards of stock-based compensation or other benefits under, amend or otherwise modify, any Company Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any directors, officers or key employees except (A) in the normal and usual course of business (which shall include normal periodic performance reviews and related Company Compensation and Benefit Plan increases and the provision of individual Company Compensation and Benefit Plans consistent with past practice for directors, officers and employees and the adoption of Company Compensation and Benefit Plans for employees of new Subsidiaries in amounts and on terms consistent with past practice); provided that in no event shall the Company (w) institute a broad based change in compensation, (x) increase or institute any new employment agreement, severance, retention, or similar benefits, (y) increase or institute any transaction or deal bonus with respect to the Merger which could result in payments upon the Merger, or (z) make grants or awards of Company Options, Company Restricted Stock or Company Awards, unless such grants or awards are consistent with past practice, approved in advance by Parent (such approval not to exceed $0.05 per sharebe unreasonably withheld or delayed)., made subject to the condition, in the case of grants or awards of Company Restricted Stock, that the proposed recipient provide the Company with an irrevocable Election and agreement to receive only Stock Consideration (and the right, if any, to receive cash in lieu of fractional shares pursuant to Section 4.3(h)) in the Merger, and contain a 5-year vesting schedule that will not accelerate as a result of the Merger, (B) for actions necessary to satisfy existing contractual obligations under Company Compensation and Benefit Plans existing as of the date of this Agreement, or (C) to comply with Section 409A of the Code;

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Letter Statement, or as contemplated by any other provision of this Agreement, unless the Purchaser ADS has consented in writing theretothereto (which consent shall not be unreasonably withheld), the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its their respective operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) shall to the extent consistent with their respective businesses, use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) not amend its Certificate their respective Articles or Certificates of Incorporation or Bylaws By-Laws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall promptly notify the Purchaser ADS of any Company Material Adverse Effect, any litigation or governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (ivv) shall promptly deliver to the Purchaser ADS true and correct copies of any report, statement or schedule filed by the Company with the SEC subsequent to the date of this Agreement; ; (vvi) shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices; (E) hire any new employee who shall have, or terminate the employment of any employee who has, an annual salary in excess of $50,000; or (zF) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (bvii) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (viii) not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, license agreement, partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other than disposition of a portion of assets or capital stock; (ix) not incur any indebtedness for borrowed money or guarantee any such indebtedness except in the ordinary course of business consistent with past practice or issue or sell any debt securities or warrants or rights to acquire any debt securities of others; (x) continue to make regularly scheduled payments on its existing indebtedness, leases and other obligations; (xi) not make any loans, advances or capital contributions to, or investments in, any other Person in excess of $10,000; (xii) except as described in the Disclosure Statement, not make or commit to made any capital expenditures in excess of $100,000 individually or $225,000 in the aggregate; (xiii) not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any affiliate or Related Party or enter into any transaction with any affiliate or Related Party (except for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees, directors or consultants of the Company or its Subsidiaries); (xiv) not voluntarily elect to alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected, except for changes in accounting laws which affect all companies in the business of the Company generally and those indicated by good accounting practices; (xv) not grant or make any mortgage or pledge or subject itself or any of its properties or assets to any Lien, charge or encumbrance of any kind; and (xvi) maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect. (b) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Disclosure Statement, or unless the Company has consented in writing thereto (which consent shall not be unreasonably withheld), ADS shall, and shall cause each of its Subsidiaries to: (i) conduct their respective operations according to their usual, regular quarterly cash dividends and ordinary course in substantially the same manner as heretofore conducted; (ii) promptly deliver to the Company true and correct copies of any report, statement or schedule filed by ADS with the SEC subsequent to the date of this Agreement; (iii) promptly notify the Company of any ADS Material Adverse Effect, any litigation or governmental complaints, investigations or hearings (or communications 48 indicating that the same may be contemplated), or the breach of any representation or warranty contained herein; (iv) not take any action that would result in a failure to exceed $0.05 per sharemaintain the trading of ADS Common Stock on the NASDAQ; (v) with respect to ADS only (and not its Subsidiaries), not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; and (vi) to the extent consistent with their respective businesses, use commercially reasonable efforts to preserve intact their respective business organizations and goodwill.

Interim Operations. (a) Prior to Before the Effective Time, except as set forth in the Company HBC Disclosure Letter or as contemplated or permitted by any other provision of this Agreement, unless the Purchaser Univision has consented in writing thereto, the Company: HBC: (i1) shallmust, and shall must cause each of its Significant Subsidiaries HBC Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore previously conducted; ; (ii2) shall must use its reasonable efforts, and must cause each HBC Subsidiary to use its reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees (subject to customary practices with respect to employee termination) and maintain satisfactory relationships with those persons having business relationships with them; (3) must not amend its Certificate of Incorporation or Bylaws bylaws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iii4) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall must promptly deliver to the Purchaser Univision true and correct copies of any report, statement or schedule filed with the SEC or FCC subsequent to the date of this Agreement; ; (v5) shall must not, and must not permit any HBC Subsidiary to, (xi) issue any shares of its capital stock, effect any stock split or reclassification or otherwise change its capitalization as it existed on the date of this Agreement, except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof of this Agreement and disclosed pursuant to this Agreement, Agreement or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on options issued after the date hereof, of this Agreement in accordance with the terms of this Agreement; (yii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof of this Agreement to acquire any shares of its capital stockstock other than (A) if the Closing has not occurred within 12 months after the date of this Agreement, options in 2003 to acquire not more than an aggregate of 900,000 shares of HBC Class A Common Stock in customary amounts consistent with past practices and (B) options, during each 12-month period after the date hereof, to acquire 200,000 shares of HBC Class A Common Stock in the aggregate to new employees, each option under (A) and (B) to be granted pursuant to the terms existing on the date of this Agreement of HBC's Long-Term Incentive Plan; providedthat the vesting of such options will not accelerate upon the change in control caused by the Merger under such plan and will vest in five equal annual installments commencing upon the first anniversary of the award date, provided that if such option is granted to an HBC non-employee director, such option will vest six months following the award date; (iii) grant, confer or award any bonuses or other forms of cash incentives to any officer, director or employee except consistent with past practice or grant or confer any awards except under clause (ii) above; (iv) increase any compensation under any employment agreement with any of its officers, directors or employees, except for normal increases consistent with past practice or pursuant to the terms of any existing employment agreement or amend any such agreement, except for amendments consistent with past practice; (v) grant any severance or termination pay to, or enter into any new employment or severance agreement with, any present or future officer, employee or director, other than (A) consistent with past practices, and (B) severance agreements with current employees with existing employment agreements and corporate office employees as previously disclosed to Univision by HBC, provided that no severance payment may exceed one year of the recipient's annual compensation; (vi) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; or (vii) amend any existing stock option in a manner that would be adverse to HBC; provided that HBC may amend options held by its non-employee directors so that such options may be exercisable for a period of three years following the Closing Date; (6) must not (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests, or (zii) adopt directly or indirectly redeem, purchase or otherwise acquire any A1shares of its capital stock or capital stock of any HBC Subsidiary, or make any commitment for any such action; (7) must not, and must not permit any HBC Subsidiary to, sell, lease or otherwise dispose of any of its assets (including all, but not less than all of the capital stock of one or more HBC Subsidiary) for an amount not to exceed $30 million individually or $50 million in the aggregate, provided that any Univision consent required to take such action may not be unreasonably withheld, and provided further that HBC may, and may permit any HBC Subsidiary to, effect dispositions pursuant to like kind exchanges disclosed on the HBC Disclosure Letter; (8) must not, and must not permit any HBC Subsidiary to, acquire any business or assets or make investments (other than investments in cash and cash equivalents for cash management purposes), provided that HBC may acquire one or more radio stations (assets or stock) for an amount not to exceed $100 million individually or $400 million in the aggregate (including indebtedness), and may also consummate currently announced pending transactions and any acquisitions pursuant to like kind exchanges disclosed in HBC's Disclosure Letter; (9) must not, and must not permit any HBC Subsidiary to, enter into any agreement, arrangement or understanding with any "affiliate" (each such person, an "Affiliate") of HBC within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or holder of more than 5% of either HBC's Class A Common Stock or HBC's Class B Common Stock, except in the ordinary course of business for an amount not to exceed $25 million in the aggregate; (10) must not, and must not permit any HBC Subsidiary to, incur any indebtedness for borrowed money in an aggregate amount exceeding $400 million, or make any loans, advances or capital contributions to, or investments (other than non-controlling investments in the ordinary course of business consistent with past practice) in, any other person other than a wholly owned HBC Subsidiary, provided that HBC may make loans in an amount not to exceed $10 million in the aggregate so long as such loans represent purchase money obligations incurred upon the sale of assets in accordance with the terms thereof or as disclosed on the HBC Disclosure Letter; (11) must not, and must not permit any HBC Subsidiary to, enter into any new bank credit agreement or line of credit or amend in any material respect its existing bank credit agreement or lines of credit, provided that HBC may enter into new bank credit agreements or amend its existing agreements so long as the aggregate of all of HBC's indebtedness and lines of credit do not exceed $400 million and provided that such new or amended agreements do not contain any prepayment penalty; (12) must not, and must not permit any HBC Subsidiary to, except as previously approved by the board of directors of HBC and identified to Univision before the date of this Agreement, or except in the ordinary course of business consistent with past practice (including, but not limited to, capital expenditures in connection with acquired businesses), authorize or make capital expenditures in excess of an aggregate of $10 million; (13) must not, and must not permit any HBC Subsidiary to, mortgage or otherwise encumber or subject to any lien any properties or assets, except pursuant to credit agreements; (14) must not, and must not permit any HBC Subsidiary to, make any change to its accounting (including tax accounting) methods, principles or practices, except as may be required by United States generally accepted accounting principles and except, in the case of tax accounting methods, principles or practices, in the ordinary course of business of HBC or any HBC Subsidiary consistent with past practice, or any change in its tax elections that would materially increase its tax liabilities; (15) must not, and must not permit any HBC Subsidiary to, enter into any program production or distribution arrangements, including without limitation joint venture arrangements obligating HBC to pay any consideration, except for those entered into in the ordinary course of business and with a term not in excess of three years; and (16) must not authorize, or commit or agree to take, any of the foregoing actions. (b) Prior to Before the Effective Time, except as set forth in the Purchaser Univision Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have HBC has consented in writing thereto, the Purchaser: Univision: (i1) shall must not issue any shares of its capital stock at less than fair market value value; (other than pursuant to any Purchaser Stock Plans2) must not amend its Certificate of Incorporation or effect any stock split of its capital stock; bylaws, except as provided by Section 4.3(a); (ii3) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall must promptly deliver to the Company HBC true and correct copies of any report, statement or schedule of Univision filed with the SEC or FCC subsequent to the date of this Agreement; and ; (iv4) shall must not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; (5) must, and must cause each Univision Subsidiary to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as previously conducted; provided that Univision may sell any Univision Subsidiary in its ordinary course of business for an amount not in excess of $500 million individually or $1 billion in the aggregate; (6) must use its reasonable efforts, and must cause each Univision Subsidiary to use its reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees subject to customary practices with respect to employee termination and maintain satisfactory relationships with those persons having business relationships with them; (7) must not, and must not permit any Univision Subsidiary to, grant, confer or award any option, warrant, conversion right or other right not existing on the date of this Agreement to acquire any shares of its capital stock at an exercise price of less than regular quarterly cash dividends the then current market value; (8) must not, and must not permit any Univision Subsidiary to, enter into any agreement, arrangement or understanding with A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), except in accordance with Univision's bylaws; (9) must not, and must not permit any Univision Subsidiary to, make any change to exceed $0.05 per shareits accounting (including tax accounting) methods, principles or practices, except as may be required by United States generally accepted accounting principles and except, in the case of tax accounting methods, principles or practices, in the ordinary course of business of Univision or any Univision Subsidiary consistent with past practice, or any change in its tax elections that would materially increase its tax liabilities; (10) must not amend any agreements between Univision (or any Univision Subsidiary) and Grupo Televisa, S.A. (or any '33 Act Affiliate of Grupo Televisa, S.A.) or Corporacion Venezolana de Television, C.A. (or any '33 Act Affiliate of Corporacion Venezolana de Television, C.A.), in a manner that has a Univision Material Adverse Effect (and Univision will promptly notify HBC of any such amendment); and (11) must not authorize, or commit or agree to take, any of the foregoing actions.

Interim Operations. Between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Article IX, except for (ai) Prior any COVID-19 Actions, (ii) as set forth on Schedule 7.1 or (iii) as expressly permitted by this Agreement, unless Buyer has previously consented in writing (which Buyer agrees shall not be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Parent will cause the other Allscripts Companies to (A) conduct the Effective Timeoperation of the Hospital & Large Physician Practice Business in the Ordinary Course of Business and (B) use commercially reasonable efforts to preserve present relationships with suppliers and customers having business dealings with the Hospital & Large Physician Practice Business. Without limiting the foregoing, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Article IX, except as set forth in the Company Disclosure Letter on Schedule 7.1 or as contemplated expressly permitted by any other provision of this Agreement, unless the Purchaser Buyer has previously consented in writing thereto(which Buyer agrees shall not be unreasonably withheld, conditioned or delayed) or as required by applicable Law or the Company: (i) shallCOVID-19 Actions, Parent shall not, and shall cause each of its Significant Subsidiaries the other Allscripts Companies not to, conduct its operations according do any of the following (solely with respect to their usualthe Hospital & Large Physician Practice Business or to the extent the Hospital & Large Physician Practice Business is affected): (a) (i) other than pursuant to Contracts existing as of the date hereof or the sale of inventory in the Ordinary Course of Business, regular and ordinary course in substantially the same manner as heretofore conducted; transfer, lease or dispose of, any material property or assets that would otherwise constitute Purchased Assets, (ii) shall not amend its Certificate of Incorporation mortgage or Bylaws encumber, or comparable governing instruments subject to any Lien (other than to permit the consummation of the transactions contemplated by this AgreementPermitted Liens); , any property or assets that would constitute Purchased Assets, or (iii) shall promptly notify other than any intercompany debt, cancel any debts owed to or claims held by the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver Allscripts Companies with respect to the Purchaser true and correct copies Hospital & Large Physician Practice Business; (b) (i) enter into, or materially amend, modify or supplement outside the Ordinary Course of Business, any report, statement Material Contract or schedule filed with the SEC subsequent to Contract entered into after the date hereof that would have been a Material Contract if entered into as of this Agreement; the date hereof, or (vii) shall not terminate (x) except other than any termination pursuant to the exercise expiration of options, warrants, conversion rights and the term thereof) any Material Contract or Contracts entered into after the date hereof that would have been a Material Contract if entered into as of the date hereof; (c) other contractual rights existing than as required by applicable Law or an Employee Plan as in effect on the date hereof and disclosed pursuant to this AgreementBuyer or as contemplated by Section 7.11(e), (i) grant, announce or pursuant to accelerate the Recapitalization issue vesting or payment of any shares compensatory equity award or increase any severance or termination pay (or amend any existing severance pay or termination arrangement) for the benefit of its capital stockany of the Business Employees, effect (ii) establish, adopt, enter into or materially amend any stock split Employee Plan or otherwise change its capitalization any service, consulting, deferred compensation or other similar agreement (or any agreement which, if in existence as it existed on of the date hereof, (y) grantwould constitute an Employee Plan), confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver increase compensation or bonus opportunity payable or to become payable or benefits provided under an Employee Plan or otherwise, in each case except for increases in the Company true and correct copies Ordinary Course of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment Business with respect to any shares Business Employees with annual base salary of its capital stock less than $200,000, (iv) establish, adopt, amend or other ownership interests terminate any collective bargaining agreement or Employee Plan (other than regular quarterly cash dividends general changes to the Employee Plans made during the open enrollment process in the Ordinary Course of Business), or (v) hire any new employees, unless such hiring is in the Ordinary Course of Business and is with respect to Business Employees having an annual base salary and incentive compensation opportunity not to exceed $0.05 per share200,000; (d) make any change to the Hospital & Large Physician Practice Business’ accounting methods, principles or practices, except as may be required by GAAP or changes in Law; (e) (i) initiate any Action or (ii) enter into any settlements or compromises of any Actions, other than any such settlement or compromise that solely involves the payment of monetary damages not in excess of $500,000 individually or $2,500,000 in the aggregate; (f) make any capital expenditures in an amount greater than $250,000 individually or $500,000 in the aggregate that would be payable by an Acquired Company following the Closing; (g) (i) make (except to the extent required by applicable Law or in the Ordinary Course of Business) or change any material Tax election, (ii) adopt or change any Tax accounting period or any material Tax accounting method, principles, or practices (except to the extent required by applicable Law), (iii) agree to any extension or waiver of the statute of limitations relating to any material amount of Taxes, (iv) amend any material Tax Return, (v) enter into any closing agreement, (vi) take any action to surrender any right to claim a material Tax refund, offset, or other reduction in liability (excluding any right that expired at the end of the applicable statute of limitations as a result of the passage of time), (vii) settle or compromise any Action relating to income or other material Taxes, or (viii) fail to pay any income or other material Tax (including any estimated Tax) that becomes due and payable, in each case, solely with respect to an Acquired Company; (h) make any amendment to any Acquired Company’s Organizational Documents; (i) issue, redeem or sell any Equity Interests or options, warrants, calls, subscriptions or other rights to purchase or redeem any Equity Interests of any Acquired Company, or issue or declare any non-cash dividends or distributions with respect thereto, or split, combine or subdivide the Equity Interests of any Acquired Company; (j) with respect to any Acquired Company, acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets or otherwise acquire any assets or business of, or acquire any Equity Interests in, or make any loans, advances or capital contributions to, or investment in, any Person; (k) with respect to any Acquired Company, incur or guarantee any Indebtedness, or issue any debt securities, other than any Indebtedness incurred solely between an Acquired Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries; (l) effectuate a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) affecting any site of employment or facility of the Hospital & Large Physician Practice Business; (m) adopt a plan of complete or partial liquidation or dissolution; (n) except as contemplated by Section 7.11(e), engage in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of the Acquired Companies or other Person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404; (o) apply for or receive any relief under any applicable Law or governmental program designed to provide relief related to COVID-19 if such program would limit operations of the business, or create any other obligation or liability, of the Acquired Companies or any of its Subsidiaries following the Closing; (p) sell, assign, transfer, license, abandon, permit to lapse or otherwise dispose of or subject to any Lien (other than Permitted Liens), any Transferred Business Intellectual Property (other than non-exclusive licenses of Intellectual Property granted by the Acquired Companies in the Ordinary Course of Business to customers); or (q) agree to take any of the actions described in the foregoing sub-clauses of this Section 7.1.

Interim Operations. (a) Prior Seller agrees that after the Execution Date and prior to the Effective TimeClosing Date (unless Buyer shall otherwise approve in writing) and except as required by applicable Law, Seller shall use its commercially reasonable efforts to (i) maintain in effect all foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations; and (ii) continue to provide customer support and service to its customers in the Ordinary Course. Without limiting the generality of the foregoing and in furtherance thereof, from the Execution Date until the Closing, except (A) as otherwise expressly contemplated by this Agreement; (B) as Buyer may consent in writing (which consent shall not be unreasonably withheld or delayed; provided that Buyer shall be required to respond to Seller within two (2) Business Days after receipt of written notice requesting approval from Seller with respect to any such action, and if Buyer does not respond within such time period, such lack of response shall be deemed to constitute written approval of Buyer with respect to any such action); (C) as is required by applicable Law or Governmental Authorities; or (D) as set forth in Schedule 7.5, Seller will not: (a) adopt or propose any amendment or change in its certificate of incorporation or bylaws or other applicable governing instruments; (b) merge or consolidate with any other Person, or restructure, reorganize or completely or partially liquidate; (c) sell, lease or otherwise transfer, or create or incur any Encumbrance other than a Permitted Encumbrance on, any Acquired Assets; (d) modify in any respect any of the Company Disclosure Letter Transferred Contracts or as contemplated waive any failure to comply with any provision thereunder by any of the other provision parties thereto; (e) enter into any agreement or arrangement that is material to the Acquired Assets, or that materially increases Seller’s actual or contingent liabilities and obligations beyond cash available to satisfy them; (f) fail to maintain the Tangible Assets in the Ordinary Course; (g) take (or omit to take) any action that adversely affects, or could reasonably be expected to adversely affect, any rights of this AgreementSeller to the Seller Intellectual Property Assets, unless or abandon or permit to lapse any rights of Seller to the Purchaser has consented in writing theretoSeller Intellectual Property Assets; (h) settle, the Company: or offer or propose to settle (i) shallany litigation, and shall cause each of its Significant Subsidiaries toinvestigation, conduct its operations according to their usualarbitration, regular and ordinary course in substantially the same manner as heretofore conducted; proceeding or other claim involving or against Seller or (ii) shall not amend its Certificate of Incorporation any litigation, arbitration, proceeding or Bylaws or comparable governing instruments (other than dispute that relates to permit the consummation of the transactions contemplated hereby or by this Agreement); the Other Agreements, in either case with any result which adversely affects the Business or Acquired Assets; (iiii) shall promptly notify sell or offer to sell any Products on terms that are not consistent with Seller’s Ordinary Course or at any price that is less than such Product’s list price, subject to discounts consistent with the Purchaser of Ordinary Course; (j) take any breach of action that would make any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this AgreementSeller hereunder, or pursuant omit to the Recapitalization issue take any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof action necessary to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of prevent any representation or warranty contained herein of Seller hereunder from being, inaccurate in any respect at, or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies as of any reporttime before, statement the Closing Date; or (k) agree or schedule filed with commit to do any of the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)foregoing.

Interim Operations. (a) Prior The Company covenants and agrees as to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, itself and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular that from and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to after the date of this Agreement; Agreement and prior to the Effective Time the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, the Company and its Subsidiaries shall use their commercially reasonable efforts to preserve their respective business organizations intact and to maintain their existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates (vunless Parent shall otherwise approve in writing (which approval will not be unreasonably withheld or delayed)), except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter, except as required by applicable Law and except that this sentence shall not prohibit actions or omissions that would be prohibited by clauses (i) through (xv) of the following sentence but are not so prohibited because they are within the applicable exceptions and permissions of such clauses or are approved by Parent in writing as provided therein. In addition, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing (which approval will not be unreasonably withheld or delayed)), except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter, and except as required by applicable Law: (i) the Company shall not (xA) except pursuant to the exercise amend its articles of optionsincorporation or bylaws; (B) split, warrantscombine, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, subdivide or pursuant to the Recapitalization issue any reclassify its outstanding shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (iiC) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any capital stock other than regular quarterly cash dividends on the Company Shares approved by the Company’s board of directors and in an amount which is consistent with past practice; or (D) purchase, repurchase, redeem or otherwise acquire or permit any of the Company’s Subsidiaries to purchase or otherwise acquire any shares of the Company’s or any of its Subsidiaries’ capital stock or securities convertible into or exchangeable or exercisable for any shares of such capital stock; (ii) neither the Company nor any of its Subsidiaries shall merge or consolidate with any other Person, except for any such transactions among wholly-owned Subsidiaries of the Company (or the Company and its wholly-owned Subsidiaries), or adopt a plan of liquidation, dissolution, restructuring, recapitalization or other reorganization; (iii) neither the Company nor any of its Subsidiaries shall take any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (iv) neither the Company nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards of stock-based compensation or other distribution benefits under, amend or payment otherwise modify, any Company Compensation and Benefit Plans or increase the salary, wage, bonus or other compensation of any directors, officers or key employees except (A) in the normal and usual course of business (which shall include normal periodic performance reviews and related Company Compensation and Benefit Plan increases and the provision of individual Company Compensation and Benefit Plans consistent with past practice for directors, officers and employees and the adoption of Company Compensation and Benefit Plans for employees of new Subsidiaries in amounts and on terms consistent with past practice); provided that in no event shall the Company (w) institute a broad based change in compensation, (x) increase or institute any new employment agreement, severance, retention, or similar benefits, (y) increase or institute any transaction or deal bonus with respect to the Merger which could result in payments upon the Merger, or (z) make grants or awards of Company Options, Company Restricted Stock or Company Awards, unless such grants or awards are consistent with past practice, approved in advance by Parent (such approval not to be unreasonably withheld or delayed), made subject to the condition, in the case of grants or awards of Company Restricted Stock, that the proposed recipient provide the Company with an irrevocable Election and agreement to receive only Stock Consideration (and the right, if any, to receive cash in lieu of fractional shares pursuant to Section 4.3(h)) in the Merger, and contain a 5-year vesting schedule that will not accelerate as a result of the Merger, (B) for actions necessary to satisfy existing contractual obligations under Company Compensation and Benefit Plans existing as of the date of this Agreement, or (C) to comply with Section 409A of the Code; (v) neither the Company nor any of its Subsidiaries shall issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries, or otherwise incur any Indebtedness, except for (A) Indebtedness incurred pursuant to any agreement described in Section 5.1(j)(i)(D) of the Company Disclosure Letter in the ordinary course; (B) Indebtedness for borrowed money in replacement of existing Indebtedness for borrowed money which has matured or is being refunded, so long as such replacement Indebtedness is on customary commercial terms and does not increase the principal amount of the existing Indebtedness which it replaces, (C) Indebtedness between the Company and its wholly-owned Subsidiaries made in the ordinary course of business consistent with past practices; or (D) guarantees by the Company of Indebtedness of its wholly-owned Subsidiaries existing on the date of this Agreement or incurred in accordance with the preceding clauses (A) and (B), provided that the Company shall not permit the aggregate Indebtedness of the Company and its Subsidiaries, determined on a consolidated basis, at any time prior to the Effective Time to exceed $200,000,000 in the aggregate. (vi) neither the Company nor any of its Subsidiaries shall acquire any material assets or a license therefor other than in the ordinary course of business consistent with past practices, or incur, make or commit to any capital expenditures (or any obligations or liabilities in connection therewith) other than (A) pursuant to existing Contracts or (B) in the ordinary course of business in an amount not to exceed $7,500,000 in the aggregate for the Company and its Subsidiaries in any period of 90 consecutive days beginning with the date of this Agreement; (vii) neither the Company nor any of its Subsidiaries shall transfer, lease, license, sell, mortgage, pledge, place a Lien upon or otherwise dispose of any property or assets (including capital stock of any of its Subsidiaries) with a fair market value in excess of $250,000 individually, or $1,000,000 in the aggregate, except (A) for transfers, leases, licenses, sales, mortgages, pledges, Liens, or other dispositions in the ordinary course of business consistent with past practice or (B) pursuant to existing contracts or commitments; (viii) neither the Company nor any of its Subsidiaries shall issue, deliver, pledge, sell, or otherwise encumber shares of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares except, any Company Shares issued pursuant to Company Options and Company Awards outstanding on the date of this Agreement under the Company Stock Plans, awards of Company Options, Company Restricted Stock or Company Awards granted hereafter under the Company Stock Plans in accordance with and subject to the limits of Section 6.1(a)(iv) and Company Shares issuable pursuant to such Company Options and Company Awards; (ix) neither the Company nor any of its Subsidiaries shall acquire any business, corporation, partnership, limited liability company, joint venture, association or other ownership interests entity or division thereof, whether by merger, consolidation, purchase of shares, property or assets or otherwise; (x) neither the Company nor any of its Subsidiaries shall make any material change with respect to accounting policies or procedures, except as required by changes in GAAP or by Law; (xi) except as required by Law, neither the Company nor any of its Subsidiaries shall (A) make any material Tax election or take any material position on any material Tax Return filed on or after the date of this Agreement or adopt any material method therefor that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods or (B) settle or resolve any material Tax controversy; (xii) neither the Company nor any of its Subsidiaries shall enter into any line of business other than the current lines of business of the Company or any of its Subsidiaries; (xiii) neither the Company nor any of its Subsidiaries shall (A) other than in the ordinary course of business consistent with past practice with respect to clauses (x) and (z) hereof, enter into any non-competition Contract or other Contract that (x) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after the Effective Time, Parent or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business, (y) would reasonably be likely to require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Affiliates, or (z) would require the Company or its Subsidiaries to deal exclusively with a Person or related group of Persons, (B) enter into any Contract that would be considered a Company Material Contract hereunder if in effect on the date of this Agreement except in the ordinary course consistent with past practices or (C) terminate, amend, or modify in any material respect any such Contract or any Company Material Contract or waive any material right thereunder; provided, however, that neither the Company nor any of its Subsidiaries shall be deemed in breach of this Section 6.1(a) in the event that the Company or any such Subsidiary shall amend or cause to be amended any employment or similar agreement to which the Company or any of its Subsidiaries is a party as of the date hereof solely for the purpose of causing such agreement to be in compliance with Section 409A of the Code (in a manner which is designed to avoid adverse tax consequences to the employee or service provider who is party to such agreement without increasing the cost to the Company or any of its Subsidiaries); (xiv) without limiting Section 6.17(a) hereof, neither the Company nor any of its Subsidiaries shall settle or offer to settle any Action on terms which would be reasonably likely to have a Company Material Adverse Effect; and (xv) neither the Company nor any of its Subsidiaries shall authorize or enter into any agreement to do any of the foregoing. (b) Parent covenants and agrees as to itself and its Subsidiaries that from and after the date of this Agreement and prior to the Effective Time the business of Parent and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, Parent and its Subsidiaries shall use their commercially reasonable efforts to preserve their respective business organizations intact and to maintain their existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates (unless the Company shall otherwise approve in writing (which approval will not be unreasonably withheld or delayed)), except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(b) of the Parent Disclosure Letter, except as required by applicable Law and except that this sentence shall not prohibit actions or omissions that would be prohibited by clauses (i) through (vii) of the following sentence but are not so prohibited because they are within the applicable exceptions and permissions of such clauses or are approved by the Company in writing as provided therein. In addition, Parent covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless the Company shall otherwise approve in writing (which approval will not be unreasonably withheld or delayed)), except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(b) of the Parent Disclosure Letter and except as required by applicable Law: (i) Parent shall not (A) amend its articles of incorporation or bylaws in any manner adverse to the Company or its shareholders; (B) split, combine, subdivide or reclassify its outstanding shares of capital stock, or pay any dividend or distribution thereon in Parent stock, unless appropriate adjustment is made to the Merger Consideration pursuant to Section 4.5; or (C) declare, set aside or pay any dividend or distribution payable in cash or property in respect of any capital stock other than regular quarterly cash dividends on the Parent Common Stock or in connection with any stock repurchase program or plan approved by Parent’s board of directors (provided that repurchases prior to the Effective Time under such programs and plans on a daily basis shall not exceed in the aggregate 25% of the average daily trading volume of Parent’s shares (such daily limitation on repurchases to exceed be calculated in accordance with and in the manner of calculation of the daily volume limits applicable under Rule 10b-18 under the Exchange Act)); (ii) neither Parent nor any of its Subsidiaries shall merge or consolidate with any other Person except for any such transactions among wholly-owned Subsidiaries of Parent (or Parent and its wholly-owned Subsidiaries) and except for acquisition transactions consummated via subsidiary merger, and except that Parent may merge or consolidate with another Person subject to (A) compliance with Section 6.1(b)(iii) and (B) the condition that if consummation of such merger or consolidation would require the approval of the shareholders of Parent and if the record date for such approval is prior to the Effective Time, Parent shall, prior to the completion of such merger or consolidation and in addition to any other approval requirements of applicable Law, have obtained the approval of any such merger or consolidation by a vote of the majority of the votes cast for or against such merger or consolidation by shares of Parent Common Stock and Company Shares, with each Company Share having a number of votes equal to the Exchange Ratio for purposes of this vote, nor shall Parent adopt a plan of liquidation or dissolution; (iii) neither Parent nor any of its Subsidiaries shall merge, consolidate or acquire any stock or assets or a license therefor if consummation of such merger, consolidation or acquisition would reasonably be likely to prevent, impair or materially delay the ability of Parent to consummate the Merger by the Termination Date; (iv) neither Parent nor any of its Subsidiaries shall take any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (v) neither Parent nor any of its Subsidiaries shall incur any Indebtedness, or issue or sell any debt securities or warrants or other rights to acquire any debt security of Parent or any of its Subsidiaries, except for (A) Indebtedness not in excess of $0.05 per share).1,500,000,000 in the aggregate for Parent and its Subsidiaries; (B) Indebtedness for borrowed money in replacement of existing Indebtedness for borrowed money which has matured or is being refunded, so long as such replacement Indebtedness is on customary commercial terms and does not increase the principal amount of the existing Indebtedness which it replaces, (C) Indebtedness between the Company and its wholly owned Subsidiaries made in the ordinary course of business consistent with past practices; or (D) Indebtedness incurred to fund performance of Contracts identified in Section 5.2(j)(i) of the Parent Disclosure Letter; or (E) guarantees by Paren

Interim Operations. (a) Prior to From the date of this ------------------ Agreement until the Effective Time, except as required by Law or as set forth in Section 5.2(a) of the Company Disclosure Letter or as contemplated by any other provision of this AgreementSchedule, unless the Purchaser Parent ------------------------------------------------- has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its operations according to their usual, regular and its ordinary course of business consistent with past practice and in substantially the same manner as heretofore conductedcompliance in all material respects with all applicable Laws; (ii) shall not amend use its Certificate commercially reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers, employees and consultants, and maintain satisfactory relationships with those Persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Parent of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any warranty that makes no reference to Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any reportEffect or materiality, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Company Material Adverse EffectEffect or materiality, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (v) pay its Taxes when due. (b) From and after the date of this Agreement until the Effective Time, except as may be required by Law or any pre-existing contractual obligation, and except as set forth in Section 5.2(b) of the --------------------- Company Disclosure Schedule, unless Parent has consented in writing thereto --------------------------- (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) amend its Amended Articles of Incorporation or Amended and Restated By-Laws; (ii) offer, issue, sell or pledge any shares of its capital stock or other ownership interest in the Company or its Subsidiaries, 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 other than pursuant to the Company's existing employee benefits plans; (iii) effect any stock split or otherwise change its capitalization as it exists on the date hereof; (iv) shall not grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its or its Subsidiaries' capital stock; (v) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by the Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries; (vii) sell, lease, license, mortgage, pledge, encumber, transfer, exchange or otherwise dispose of any of its properties or assets, whether tangible or intangible (including capital stock of its Subsidiaries), other than the sale or disposition of inventory in the ordinary course of business consistent with past practice or the sale, lease or other disposition of assets which individually or in the aggregate, are obsolete or not material to the Company and its Subsidiaries taken as a whole; (viii) acquire by merger or consolidation with, by purchase of any equity interest of or by any other manner, any business or entity or otherwise acquire any assets, except for purchases of inventory, supplies or capital equipment in the ordinary course of business; (ix) incur or assume any long-term or short-term debt, except for working capital purposes and the purchase of capital equipment in the ordinary course of business under the Credit Facility; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Subsidiaries; (xi) make or forgive any loans, advances or capital continuations to, or investments in, any other Person other than advances to officers or employees in the ordinary course of business consistent with past practice; (xii) increase the compensation (or benefits) payable to or to become payable to any director, officer or other employee, except for payments of bonuses not to exceed the amounts set forth on Section 5.2(b) of the Company Disclosure ---------------------------------------- Schedule, increases in salary or wages of non-officer employees in the -------- ordinary course of business and consistent with past practice or pursuant to any existing employment agreements of the Company; (xiii) establish, adopt, enter into, materially amend, or take any action to accelerate any rights or benefits under any collective bargaining agreement or any Plan; (xiv) effect any reorganization or recapitalization; (xv) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $0.05 per share)250,000 individually and $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction in the ordinary course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Reports or incurred since the date of such financial statements in the ordinary course of business, or cancel any indebtedness in excess of $50,000 individually and $500,000 in the aggregate; (xvi) take any action that would reasonably be expected to: (A) prevent, impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the Merger or (B) cause any of the conditions to the consummation of the Merger not to be satisfied; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (xviii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. During the period from the date of this Agreement to the Closing, except as specifically contemplated by this Agreement or as otherwise approved in writing by Purchasers, Sellers shall: (a) Prior operate (or permit PHP to operate) the Effective TimeHealth Centers and conduct the business of PGPA only in, and not take any action except as set forth in, the Ordinary Course of Business; (b) perform in all material respects their obligations under all Commitments; (c) use their reasonable best efforts to preserve intact their corporate existence, goodwill and business organization, to keep available the services of its present officers and employees and to preserve their relationships with patients, physicians, hospitals, landlords, suppliers, customers, subcontractors and others having business relations with them; (d) in connection with the continuing operation of the Health Centers between the date of this Agreement and the Closing, use all reasonable best efforts to consult in good faith on a regular and frequent basis with representatives of Purchasers to report material operational developments and the general status of ongoing operations. Sellers acknowledge that any such consultation shall not constitute a waiver by Purchaser of any rights it may have under this Agreement and that Purchasers shall have no liability or responsibility for any actions of Sellers or any of their officers or directors with respect to matters which are the subject of such consultations; (e) maintain (or permit PHP to maintain) all of the Purchased Assets in good operating condition and repair in order to enable them to be operated after the Closing in the Company Disclosure Letter manner in which they are currently operated (ordinary wear and tear excepted); (f) maintain (or as contemplated by any other provision of this Agreement, unless permit PHP to maintain) the Purchaser has consented Health Center Books and Records and the PGPA Books and Records in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially manner, on a basis consistent with prior years; (g) not vary or amend the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser terms of any breach Assumed Liability except in the Ordinary Course of Business; (h) not enter into, modify, terminate, amend or grant any waiver in respect of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective TimeCommitment, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Ordinary Course of Business; (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver duly comply with all Legal Requirements applicable to the Company true Health Centers and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).Purchased Assets;

Interim Operations. (a) Prior From the date hereof until the Closing Date, Seller shall (or, with respect to Assets that are not Seller Operated Assets, shall use its commercially reasonable efforts to cause the operator of such Assets in which it owns working interests to): (i) not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the Assets capable of commercial production, or release or abandon all or any portion of the Leases without Purchaser’s written consent; (ii) not cause the Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Seller Operated Assets anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000.00) per operation, or any operation on the Assets not operated by Seller anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000) per operation, net to Seller’s interest, without Purchaser’s written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not create any lien, security interest or other encumbrance with respect to the Effective TimeAssets (except for Permitted Encumbrances), or, without Purchaser’s written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days’ notice except production sold under a contract listed on Exhibit A-3; (v) not agree to any alterations in the contracts included in or relating to a material portion of the Assets or enter into any material new contracts relating to the Assets (other than contracts terminable on not more than thirty (30) days’ notice) without Purchaser’s written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller’s title warranties beyond those expressly contained in this Agreement); (viii) furnish Purchaser with copies of all AFEs in excess of one hundred thousand dollars ($100,000.00), net to Seller’s interest, received or issued by Seller prior to the Closing; (ix) not liquidate, dissolve, recapitalize or otherwise wind up its business in any respect as it relates to or affecting the Assets; (x) not change its accounting methods, policies or practices, in each case as it relates to the Assets, except as set forth required by applicable law; (xi) not cancel or waive any claims or rights of material value; (xii) not commence, settle or propose to settle any Proceedings related to the Assets; (xiii) not take any action, or fail to take any action, which action or failure to act will or could reasonably be expected to lead to the termination or material modification of any permits necessary to operate the Assets as presently conducted; (xiv) not agree, whether in writing or otherwise, to take or omit to take any action inconsistent with the Company Disclosure Letter or as contemplated by any other provision of foregoing. (b) Notwithstanding anything to the contrary in this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, from and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to after the date of this Agreement, until Closing, Seller shall: (i) provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to arrange for access) to the Assets for inspection thereof at the sole cost, risk and expense of Purchaser; (ii) use reasonable efforts to obtain any and all necessary consents, waivers (including waiver of preferential purchase rights), permissions and approvals of third parties or governmental authorities in connection with the sale and transfer of the Assets other than approvals of federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, claim, obligation or suit which affects any of the Assets; and (v) shall not (x) except pursuant to the exercise promptly notify Purchaser of optionsany event, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementcondition, or pursuant occurrence which results in any of the representations and warranties made herein to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14be untrue.; and (bvi) Prior to the Effective Timecarry on its business, except as set forth in the Purchaser Disclosure Letter or ordinary course, substantially as contemplated by this Agreement, unless presently conducted and substantially consistent with past practice and use commercially reasonable efforts to maintain and preserve intact the Company business organization and the Special Committee have consented value of the Assets and to maintain the books of account and Records in writing thereto, the Purchaser: (i) shall not issue any shares ordinary course of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)business.

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: : (i) shallShall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use their reasonable efforts, to preserve intact their respective business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) Shall not amend its Certificate Articles of Incorporation or Bylaws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall Shall promptly notify the Purchaser of any material breach of any representation or warranty contained herein or any Company Material Adverse Effect; Effect with respect to the Company; (ivv) shall Shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; ; (vA) shall not (x) Shall not, except pursuant to (i) the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to and (ii) the Recapitalization Company Rights Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereofhereof and (B) shall not, and shall not permit any of its Subsidiaries to, (yx) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockstock (except as contemplated by the Company Rights Agreement and as identified in the Company Disclosure Letter) or grant, confer or award any bonuses or other forms of cash incentives, except as is consistent with past practice, to any officer, director or key employee, (y) increase any compensation under any employment agreement with any present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or enter into any employment or severance agreement with any officer or director or amend any such agreement in any material respect other than severance arrangements which are consistent with past practice with respect to employees terminated by the Company or such Subsidiary, or (z) except as may be required by law, adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (bvii) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests or (ii) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; (viii) Shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) or acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets, except for purchases and sales of inventory, real estate, construction services and equipment, in the ordinary course of business consistent with past practice and the Company's existing business plan as previously delivered to the Purchaser. (ix) Shall not, and shall not permit any of its Subsidiaries to, incur or guarantee any indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments in, any other person, or issue or sell any debt securities, other than to the Company or any wholly owned Company Subsidiary and other than borrowings under existing lines of credit in the ordinary course of business; provided, however, that the Company may enter into the proposed new bank credit facility if, prior to entering into such facility, the Purchaser is afforded an opportunity to consult with the Company with regard to (but not approve) the terms of such facility; (x) Shall not, and shall not permit any of its Subsidiaries to, mortgage or otherwise encumber or subject to any lien any of its properties or assets, except in the ordinary course of business and except as may be incurred by the Company in connection with the entering into of the proposed new bank credit facility if, prior to entering into such facility, the Purchaser is afforded an opportunity to consult with the Company with regard to (but not approve) the terms of such facility; (xi) Shall not, and shall not permit any of its Subsidiaries to, make any change to its accounting (including tax accounting) methods, principles or practices, except as may be required by generally accepted accounting principles and except, in the case of tax accounting methods, principles or practices, in the ordinary course of business of the Company or any of its Subsidiaries; (xii) Shall not, and shall not permit any of its Subsidiaries to, make any commitment or enter into any contract or agreement except (x) in the ordinary course of business consistent with past practice or (y) for capital expenditures to be made as identified in the Company's existing business plan previously delivered to the Purchaser; (xiii) Shall not, and shall not permit any of its Subsidiaries to, alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of the Company; (xiv) Shall not, and shall not permit any of its Subsidiaries to, revalue any of its assets, including, without limitation, writing down the value of its inventory or writing off notes or accounts receivable, other than in the ordinary course of business, except as may be required in connection with unamortized fees relating to the Company's existing line of credit; (xv) Shall not, and shall not permit any of its Subsidiaries to, make any material tax election or settle or compromise any material income tax liability; (xvi) Shall not, and shall not permit any of its Subsidiaries to, settle or compromise any pending or threatened suit, action or claim relating to the transactions contemplated hereby; (xvii) Shall not, and shall not permit any of its Subsidiaries to, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Company or incurred in the ordinary course of business consistent with past practice; (xviii) Shall not, and shall not permit any of its Subsidiaries to, except in connection with the exercise of its fiduciary duties by the Board of Directors of the Company as set forth in Section 5.1, waive, amend or allow to lapse (other than regular quarterly cash dividends in accordance with its terms) any term or condition of any confidentiality or "standstill" agreement to which the Company or any of its Subsidiaries is a party; (xix) Shall not, and shall not permit any of its Subsidiaries to, take any action which would jeopardize the treatment of the Purchaser's acquisition of the Company as a pooling of interests for accounting purposes; and (xx) Shall not, and shall not permit any of its Subsidiaries to, agree or otherwise commit to exceed $0.05 per share)take any of the foregoing actions or take, or agree to take, any action which would make any of the representations or warranties of the Company contained in this Agreement untrue or incorrect as of the date when made.

Interim Operations. (a) Prior Except as contemplated by this Agreement or as set forth in Section 7.1(a) of the Company Disclosure Letter, from and after the date of this Agreement to the Effective Time, unless Purchaser has consented in writing thereto, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct their respective businesses and operations only in its usual, regular and ordinary course of business consistent with past practice; (ii) use reasonable efforts to (A) preserve intact their business organizations and goodwill, (B) maintain in effect all existing material qualifications, licenses, permits, approvals and other authorizations referred to in Section 5.1 and Section 5.12, (C) keep available the services of the officers and key employees of the Company and each Subsidiary, and (D) preserve existing relationships with material customers and suppliers and those Persons having business relationships with them; (iii) promptly upon the discovery thereof notify Purchaser of the existence of any breach of any representation or warranty contained herein (or, in the case of any representation or warranty that makes no reference to Company Material Adverse Effect or materiality, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Company Material Adverse Effect or materiality, to no longer be true and correct in any material respect); (iv) promptly deliver to Purchaser copies of any report, statement or schedule filed with or furnished to the SEC subsequent to the date of this Agreement; and (v) prepare and file all documents with, and make all payments to, the United States Patent and Trademark Office and/or any other Governmental Entity as necessary or appropriate to maintain each Proprietary Right listed in the Company Disclosure Letter in full force and effect, and to correct any and all material deficiencies in previous payments of patent application prosecution and maintenance fees in connection with such Proprietary Rights, including payments of prosecution and maintenance fees to which the "small entity discount" was taken in violation of applicable law. (b) Without limiting the generality of the foregoing, from and after the date of this Agreement to the Effective Time, except as set forth in Section 7.1(b) of the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: Company shall not, and shall not permit any of its Subsidiaries to: (i) shallpropose to its stockholders an amendment to or amend its certificate of incorporation or bylaws or comparable governing instruments, and shall cause each except for any amendment required in connection with the performance by the Company or its Subsidiaries of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; respective obligations under this Agreement; (ii) shall not amend its Certificate grant, issue, sell, pledge, encumber, transfer, deliver or register for issuance or sale any shares of Incorporation capital stock or Bylaws or comparable governing instruments other ownership interest in the Company (other than issuances of Common Stock (and accompanying Rights) pursuant to permit the exercise of Options or Warrants outstanding on the date hereof or pursuant to the Rights Agreement) or any of its Subsidiaries, 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 accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interests; (iii) effect any stock split, combination, reclassification or conversion of any of its capital stock or otherwise change its capitalization as it exists on the date hereof; (iv) directly or indirectly redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any shares of its capital stock or capital stock of any of its Subsidiaries, other than by repurchasing restricted stock or upon the cashless exercise of options, in each case in the ordinary course of business; (v) sell, lease, license, encumber or otherwise dispose of any of its assets (including Intellectual Property of the Company or its Subsidiaries or capital stock of any of its Subsidiaries), except for sales of inventory and obsolete equipment and other obsolete assets in the ordinary course of business (excluding capital stock of its Subsidiaries) consistent with past practices; (a) merge or consolidate with, or acquire any interest in, any corporation, partnership, limited liability company, association or other business organization or division thereof except for the creation of a wholly owned Subsidiary of the Company in the ordinary course of business, (b) acquire or agree to acquire any material assets, except for acquisitions of inventory, equipment and raw materials in the ordinary course of business and consistent with past practice or (c) make any loan or advance to, or otherwise make any investment in, any Persons other than loans or advances to, or investments in, Subsidiaries of the Company existing on the date of this Agreement consistent with past practices; (vii) incur or assume any indebtedness for borrowed money, issue or sell any debt securities or warrants or rights to acquire any debt Securities of the Company or any of its Subsidiaries or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (except wholly owned Subsidiaries of the Company or in the ordinary course of business up to $250,000), in any such case in excess of $250,000, except for the incurrence of indebtedness for working capital purposes in the ordinary course of business under the Company's or its Subsidiaries' existing credit facilities and capital expenditures made in accordance with the Company's or its Subsidiaries' previously adopted capital budgets, copies of which have been provided to Purchaser; (viii) make or forgive any loans, advances or capital contributions to, or investments in, any other Person; (A) enter into any new employment, severance, termination, consulting or salary continuation agreements with any newly hired employees other than in the ordinary course of business or enter into any of the foregoing with any existing officers or directors or alter or amend in any way, except as may be required by Law or pursuant to any Contract or commitment in existence as of the date hereof, any compensation or benefits due to employees other than increases or new incentive awards in the ordinary course of business consistent with past practices; (B) except as required by Law or any existing Company Employee Plan or Material Contract or in the ordinary course of business consistent with past practice, increase the amount of compensation of or grant new incentive awards to any director or officer of the Company or any of its Subsidiaries; (C) except as required by Law, a Material Contract existing on the date hereof or pursuant to a Company severance policy or Company Employee Plan existing on the date hereof, grant any severance or termination pay to any director or officer of the Company or any of its Subsidiaries; (D) except as required by Law, adopt any additional employee benefit plan; (E) except as required by any existing Company Employee Plan or agreement thereunder or Material Contract, provide for the payment of any amounts as a result of the consummation of the transactions contemplated by this Agreement); or (iiiF) shall promptly notify pay any bonuses except to the Purchaser extent earned under existing awards or new incentive awards listed in Section 5.10(l) of the Company Disclosure Letter; (x) except as required by applicable law, adopt or amend in any material respect or terminate any employee benefit plan or arrangement; (xi) make any material changes in the type or amount of their insurance coverage or permit any material insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payee to be canceled or terminated other than in the ordinary course of business; (xii) except as required by changes in applicable Law or GAAP, in each case, as concurred by its independent public accountants, change any accounting methods, principles or practices used by the Company or its Subsidiaries or change the Company's fiscal year; (A) settle, pay or discharge, or admit liability or consent to non-monetary relief in respect of any breach litigation, investigation, arbitration, proceeding or other claim, liability or obligation arising from the conduct of business in the ordinary course or otherwise for an amount in excess of $250,000 unless compelled by final, non-appealable court order or other binding order of a Governmental Entity; or (B) settle, pay or discharge any representation claim against the Company with respect to or warranty contained herein arising out of the transactions contemplated by this Agreement; (A) except as required by Law, make any material Tax election or take any position on any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement Return filed on or schedule filed with the SEC subsequent to after the date of this Agreement; Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar returns in prior periods unless such position or election is pursuant to applicable Law or the Code, (vB) shall not enter into any settlement or compromise of any material Tax liability, (xC) except pursuant to the exercise of optionsas required by law, warrantsfile any amended Company Return that would result in a material change in Tax liability, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, taxable income or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereofloss, (yD) grantchange any annual Tax accounting period, confer or award (E) enter into any option, warrant, conversion right or other right not existing on the date hereof closing agreement relating to acquire any shares of its capital stockmaterial Tax liability, or (zF) give or request any waiver of a statute of limitation with respect to any Company Return; (xv) enter into any new line of business; (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any A1of its Subsidiaries or alter through merger, liquidation, reorganization or restructuring the corporate structure of any of its Subsidiaries (other than the Merger); (xvii) enter into any contract or agreement other than in the ordinary course of business consistent with past practices that would be material to the Company and its Subsidiaries, taken as a whole; (xviii) except as required by applicable Law or GAAP, revalue in any material respect any of its assets, including writing down the value of inventory in any material manner, or writing-14off notes or accounts receivable in any material manner; (xix) permit to lapse any registrations or applications for material Intellectual Property owned, licensed, or used by the Company or any of its Subsidiaries; (xx) declare or set aside or pay for any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of capital stock of the Company; (xxi) amend, alter or modify the terms of any currently outstanding rights, warrants or options to acquire or purchase any capital stock of, or ownership interest in, the Company, or any securities convertible into or exchangeable for such capital stock or ownership interest; (xxii) except in the ordinary course of business or as required by Law, amend, modify or terminate any Material Contract, agreement or arrangement of the Company or any Subsidiary, or otherwise waive, release or assign any material rights, claims or benefits of the Company or any Subsidiary thereunder; (xxiii) enter into any license with respect to Intellectual Property unless such license is non-exclusive and entered into in the ordinary course of business consistent with past practice; (xxiv) make any capital expenditures or series of capital expenditures which are not reflected in the business plans of the Company previously provided to the Purchaser in excess of $250,000; (a) redeem the Rights, or amend or modify or terminate the Rights Agreement, (b) Prior permit the Rights to become non-redeemable at the redemption price currently in effect, except by reason of clause (c) below, or (c) take any action which would allow any Person other than Purchaser or Merger Sub or any of their affiliates to become the Beneficial Owner (as defined in the Rights Agreement) of 15% or more of the Common Stock without causing a Distribution Date (as defined in the Rights Agreement) or a Stock Acquisition Date (as defined in the Rights Agreement) to occur or otherwise take any action which would render the Rights Agreement inapplicable to any transaction contemplated by such Person; (xxvi) unless such terms as waived, modified or consented to are no more favorable to the Effective Time, except as other party than those set forth in the Purchaser Disclosure Letter Confidentiality Agreement (as defined below), waive any benefits of, or as contemplated by this Agreementagree to modify in any respect, unless the Company and the Special Committee have consented in writing theretoor fail to enforce, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant or consent to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment matter with respect to which consent is required under, any shares standstill or similar agreement to which the Company or any of its capital stock Subsidiaries is a party or other ownership interests waive any material benefits of, or agree to modify in any material respect, or fail to enforce in any material respect, or consent to any matter with respect to which consent is required under, any material confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party; (other than regular quarterly cash dividends not xxvii) knowingly or intentionally take any action that is reasonably likely to exceed $0.05 per share)result in any of the representations or warranties of the Company hereunder being untrue in any material respect; or (xxviii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior CPI covenants and agrees that, after the date hereof and prior to the CPI Merger Effective TimeTime (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as set forth in Section 6.1(a) of the Company CPI Disclosure Letter Letter, or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and Asset Purchase Agreement or the Special Committee have consented in writing thereto, the Purchaser: Ancillary Agreements): (i) it shall not issue any shares conduct its business as a holding company for Company Shares in the ordinary course of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; business, consistent with past practice and comply in all material respects with all applicable Laws, including Environmental Laws; (ii) it shall promptly notify the not (A) issue, sell, pledge, dispose of or encumber any Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse EffectShares; (iiiB) shall promptly deliver amend its certificate of incorporation or bylaws except pursuant to the Company true and correct copies Recapitalization Amendment; (C) split, combine or reclassify its outstanding shares of any reportcapital stock, statement or schedule filed with the SEC subsequent except pursuant to the date of this AgreementRecapitalization Amendment; and or (ivD) shall not declarerepurchase, set aside redeem or pay any dividend or make any other distribution or payment with respect to otherwise acquire any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock except pursuant to the Recapitalization Amendment; (iii) it shall not issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any CPI Voting Debt or any material property or assets except pursuant to the Recapitalization Amendment; (iv) it shall not incur any material liability or obligation or otherwise engage in any activity or take any action other ownership interests than in furtherance of the consummation of the transactions pursuant to this Agreement in accordance with the provisions of this Agreement; provided, however, that prior to the due adoption of this Agreement by holders of the Company Shares constituting the Company Requisite Vote, CPI shall not be prohibited by this clause (iv) from providing information at the Company's request in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal pursuant to clause (B) of the proviso in Section 6.2(a) or from participating in negotiations or discussions by the Company with a Person pursuant to clause (C) of the proviso in Section 6.2(a); (v) it shall not change in any material respect any of the accounting principles or practices used by it, except as may be required as a result of a change in GAAP; and (vi) it shall not make any tax election without prior notice to Parent, except in the ordinary course of business; and (vii) it shall not authorize or enter into an agreement to do any of the foregoing. (b) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Company Merger Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Company Disclosure Letter, the Asset Purchase Agreement or the Ancillary Agreements): (i) it shall operate the business of it and its Subsidiaries (other than such portion as comprises the Business) only in the ordinary course of business, consistent with past practice and in material compliance with all applicable Laws, and, to the extent consistent with such operation, use commercially reasonable efforts to: (A) preserve the present business organization intact; and (B) preserve any beneficial business relationships with all customers, suppliers, Government Entities, and others having business dealings with the business of it and its Subsidiaries (other than such portion as comprises the Business); (ii) it shall maintain (A) the material assets of the Company and its Subsidiaries (other than the Purchased Assets) in such condition and repair consistent with past practice, and (B) insurance upon all of the material assets of the Company and its Subsidiaries (other than the Purchased Assets) and with respect to the conduct of the business of the Company and its Subsidiaries (other than the Business) in full force and effect, comparable in amount, scope, and coverage to that in effect on the date of this Agreement; (iii) it shall not (A) authorize, issue, deliver, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries that are not Transferred Subsidiaries (as defined in the Asset Purchase Agreement); (B) amend its or its Subsidiaries' or certificate of incorporation or bylaws or equivalent organizational documents; (C) split, combine or reclassify (including causing the conversion of Class B Common Shares to Common Shares pursuant to Article FOURTH, Section 2(e)(1)(iii) of the certificate of incorporation of the Company) its or its Subsidiaries' outstanding shares of capital stock; (D) declare, set aside, make or pay any dividend payable in cash, stock, property or otherwise in respect of any capital stock other than dividends from its direct or indirect wholly owned Subsidiaries and other than, in the case of the Company, regular quarterly cash dividends not in excess of $0.08 per Company Share per quarter (paid to record holders of stock on a date set consistent with past practice); or (E) repurchase, redeem or otherwise acquire, except, in the case of the Company in each case set forth above, in connection with the Stock Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; (iv) neither it nor any of its Subsidiaries that are not Transferred Subsidiaries shall (A) issue, authorize, deliver, grant, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any Company Voting Debt (other than, in the case of the Company, Company Common Shares issuable pursuant to Company Options or Stock Awards outstanding on the date hereof under the Stock Plans); (B) lease or otherwise dispose of, or grant or sell any option or right to purchase that portion of the Company's business that does not include the Purchased Assets, except in the ordinary course of business, consistent with past practice; or (C) sell, assign, transfer, convey or otherwise dispose of any material asset or right of the Company or subject any of the assets of the Company (other than the Purchased Assets) to any further material lien, charge, license, mortgage, pledge, security interest or similar encumbrance (each, an "Encumbrance"), other than (i) Permitted Encumbrances (as defined in the Asset Purchase Agreement) (ii) as reflected, reserved or otherwise disclosed in the Audited Pro Forma Financial Statements, the Interim Pro Forma Financial Statements or the financial statements included in or incorporated by reference in the Company Reports filed prior to the date of this Agreement or (iii) in the ordinary course of business, consistent with past practice; (v) neither it nor any of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any Compensation and Benefit Plans or arrangement that would be a Compensation and Benefit Plan if it were in effect on the date hereof, or pay or promise to pay, any bonus, profit-sharing or special compensation to the Employees or Directors or make any increase in the compensation or benefits payable or to become payable to any of such Employees or Directors, or hire, without the consent of Parent which consent shall not be unreasonably withheld, any employee who would be entitled to an annual base salary greater than $100,000, except (A) for changes that are required by applicable Law, (B) to satisfy obligations under the terms of any Compensation and Benefit Plan in effect as of the date hereof, (C) for increases in compensation that are made in the ordinary course of business consistent with past practice (which shall include normal periodic performance reviews and related compensation and benefit increases), which increases their effective dates for corporate officers are set forth in Section 6.1(b)(v) of the Company Disclosure Letter and (D) for employment arrangements for or grants of awards, other than equity-based awards, to newly hired employees (hired in accordance with this paragraph) in the ordinary course of business consistent with past practice; provided, however, that nothing in this clause (v) shall permit any action that would otherwise be prohibited by clause (iv)(A) above; (vi) except in the ordinary course of business consistent with past practice or in connection with the Assets Purchase, neither it nor any of its Subsidiaries shall enter into or terminate any Company Contract, or make any change in any of its Company Contracts; (vii) neither it nor any of its Subsidiaries shall make any tax election or permit any insurance policy naming it as a beneficiary or loss-payable payee to be canceled or terminated without prior notice to Parent, except in the ordinary and usual course of business or in connection with the Assets Purchase; (viii) neither it nor any of its Subsidiaries shall (A) acquire (by merger, consolidation or acquisition of stock or assets) or sell (by merger, consolidation or sale of stock or assets) any corporation, partnership or other business organization or division thereof or any assets in each case, which are material to the Company and its Subsidiaries taken as a whole other than in connection with the Assets Purchase, (B) incur any long-term indebtedness for money borrowed or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans, advances or capital contributions to, or investments in any other person (other than a Subsidiary or Transferred Subsidiary of the Company or in connection with the Assets Purchase), in each case, other than (x)in the ordinary course of business consistent with past practice or (y) any letter of credit entered into in the ordinary course of business consistent with past practice, (C) authorize any new capital expenditures which are, in the aggregate, in excess of $500,000 other than unforeseen capital expenditures that may be necessary to operate the business consistent with past practice or (D) authorize any new commitments for taurolidine spending which are, in the aggregate, in excess of $500,000 (it being understood that commitments made prior to the date hereof with respect to pre-clinical work or clinical studies are not covered by these limitations); (ix) neither it nor any of its Subsidiaries shall change in any material respect any of the accounting principles or practices used by it, except as may be required as a result of a change in SEC guidelines or GAAP; (x) neither it nor any of its Subsidiaries shall pay, discharge or satisfy any liabilities or Obligations, other than any payment, discharge or satisfaction (A) in the ordinary course of business consistent with past practice, (B) in accordance with the terms of any such liabilities or Obligations, (C) which does not involve an amount in excess of $100,000, or (D) as set forth in Section 6.1(b)(x) of the Company Disclosure Letter; (xi) neither it nor any of its Subsidiaries shall settle or compromise any litigation pending against the Company (whether or not commenced prior to the date of this Agreement) other than settlements or compromises of litigation or where the amount paid (less the amount reserved for such matters by the Company or covered by insurance) in settlement or compromise in each case does not exceed $0.05 per share100,000 or $500,000 in the aggregate; (xii) neither it nor any of its Subsidiaries shall effectuate a "plant closing" or "mass layoff," as those terms are defined in WARN or any state or local law, affecting in whole or in part any site of employment, facility, operating unit or employee; (xiii) neither it nor any of its Subsidiaries shall adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization, merger or other reorganization of the Company or any of its Subsidiaries (other than the Mergers and the Assets Purchase); (xiv) neither it nor any of its Subsidiaries shall involuntarily separate any Employee from employment with the Company without due cause; and (xv) neither it nor any of its Subsidiaries shall authorize or enter into an agreement to do any of the foregoing. (c) The provisions of this Section 6.1 notwithstanding, nothing in this Agreement shall be construed or interpreted to prevent the Company or any Subsidiary from (i) entering into the Asset Purchase Agreement and the Ancillary Agreements or complying with any of the terms thereof (ii) subject to Section 8.8, of the Asset Purchase Agreement making, accepting or settling intercompany advances to, from or with one another; (iii) subject to Section 6.21(b), causing any Subsidiary to pay or distribute to the Company all cash, money market instruments, bank deposits, certificates of deposit, other cash equivalents, marketable securities and other investment securities then owned or held by such Subsidiary; (iv) subject to Section 6.21(b), causing any Subsidiary which owns or holds any Purchased Assets to transfer such assets to the Company or its nominee prior to the Closing by means of a dividend, distribution in kind or other transfer without consideration; or (v) subject to Section 6.21(b), engaging in any other transaction incident to the normal cash management procedures of the Company and its Subsidiaries, including, without limitation, short-term investments in bank deposits, money market instruments, time deposits, certificates of deposit and bankers' acceptances and borrowings for working capital purposes and purposes of providing additional funds to Subsidiaries made, in each case, in the ordinary course of business, consistent with past practice; provided, however, that neither the Company nor any of its Subsidiaries may take any action pursuant to this Section 6.1(c) to the extent such action would have a material adverse effect on the Tax liability of the Company or any of its Subsidiaries without the prior written consent of Parent, which shall not be unreasonably withheld or delayed.

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as set forth in Section 5.2(a) of the Company Disclosure Letter or as contemplated by any other provision of this AgreementLetter, unless the Purchaser Parent has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its operations according to their usual, regular and its ordinary course of business consistent with past practice and in substantially the same manner as heretofore conductedcompliance in all material respects with all applicable Laws; (ii) shall not amend use its Certificate commercially reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers, employees and consultants, and maintain satisfactory relationships with those Persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Parent of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any warranty that makes no reference to Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any reportEffect or materiality, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Company Material Adverse EffectEffect or materiality, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (v) pay its Taxes when due. (b) From and after the date of this Agreement until the Effective Time, except as set forth in Section 5.2(b) of the Company Disclosure Letter, unless Parent has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) amend its Certificate of Incorporation or By-Laws; (ii) offer, issue, sell or pledge any shares of its capital stock or other ownership interest in the Company or its Subsidiaries, 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; (iii) effect any stock split or otherwise change its capitalization as it exists on the date hereof; (iv) shall not grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its or its Subsidiaries' capital stock; (v) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by the Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries; (vii) sell, lease, license, mortgage, pledge, encumber, transfer, exchange or otherwise dispose of any of its properties or assets, whether tangible or intangible (including capital stock of its Subsidiaries), other than the sale or disposition of inventory in the ordinary course of business consistent with past practice or the sale, lease or other disposition of assets which individually or in the aggregate, are obsolete or not material to the Company and its Subsidiaries taken as a whole; (viii) acquire by merger or consolidation with, by purchase of any equity interest of or by any other manner, any business or entity or otherwise acquire any assets which would be material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole, except for purchases of inventory, supplies or capital equipment in the ordinary course of business and except for the acquisition of any business, entity or assets not having aggregate individual consideration greater than $50,000 or aggregate consideration greater than $100,000; (ix) incur or assume any long-term or short-term debt, except for working capital purposes and the purchase of capital equipment in the ordinary course of business under the Company's existing credit agreements set forth in Section 5.2(b) of the Company Disclosure Letter; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Subsidiaries; (xi) make or forgive any loans, advances or capital continuations to, or investments in, any other Person other than loans and advances to officers or employees in the ordinary course of business, not to exceed $0.05 per share)100,000 in the aggregate; (xii) increase the compensation (or benefits) payable to or to become payable to any director, officer or other employee, except for increases in salary or wages of non-officer employees in the ordinary course of business and consistent with past practice; (xiii) establish, adopt, enter into, materially amend, or take any action to accelerate any rights or benefits under any collective bargaining agreement or any Plan; (xiv) effect any reorganization or recapitalization; (xv) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $250,000 individually and $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction in the ordinary course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Reports or incurred since the date of such financial statements in the ordinary course of business, or cancel any indebtedness in excess of $10,000 individually and $50,000 in the aggregate; (xvi) take any action that would reasonably be expected to: (A) prevent, impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the Merger or (B) cause any of the conditions to the consummation of the Merger not to be satisfied; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (xviii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior to the Effective Time, except as set forth in Section 5.2 of the Company Disclosure Letter Schedule or as contemplated by any other provision of expressly provided for in this Agreement, unless the Purchaser Parent has consented in writing theretothereto (such consent not to be unreasonably withheld or delayed), the Company: : (i) shall, and shall cause each of its Significant the Company Subsidiaries to, conduct its operations according to their usual, regular and in the ordinary course in substantially consistent with the same manner as heretofore conducted; ; (ii) shall use commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use commercially reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall not, and shall cause each of the Company Subsidiaries not to, amend its Certificate their respective Certificates of Incorporation or Bylaws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall promptly notify the Purchaser of any breach give prompt notice to Parent of any representation or warranty made by it contained herein in this Agreement becoming untrue or inaccurate in any Company Material Adverse Effectmaterial respect such that the condition set forth in Section 6.3(a)(ii) would not be satisfied; (iv) provided, however, that no such notification shall promptly deliver affect the representations, warranties, covenants or agreements of the parties or the conditions to the Purchaser true and correct copies obligations of any report, statement or schedule filed with the SEC subsequent to the date of parties under this Agreement; ; (v) shall not, and shall not permit any of the Company Subsidiaries to, (xA) except pursuant acquire or agree to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementacquire by merging or consolidating with, or pursuant by acquiring any capital stock of or purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof, or (B) acquire or agree to acquire assets other than in the Recapitalization issue ordinary course of business or (C) release or relinquish or agree to release or relinquish any shares material contract rights; (vi) shall not, and shall not permit any of its capital stockthe Company Subsidiaries to, effect any stock split or otherwise change its capitalization or issue any shares of its capital stock or securities convertible into or exchangeable or exercisable for shares of its capital stock, except upon exercise of options outstanding as it existed on of the date hereofhereof to purchase shares of Company Common Stock under the Company Stock Option Plans; (vii) shall not, (y) and shall not permit any of the Company Subsidiaries to, grant, confer or award any optionoptions, warrantwarrants, conversion right rights or other right rights, not existing on the date hereof hereof, to acquire any shares of its capital stock or other securities of the Company or any of the Company Subsidiaries or amend or otherwise modify any outstanding options or warrants; (viii) shall not, and shall not permit any of the Company Subsidiaries to, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, or to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (zix) shall not, and shall not permit any of the Company Subsidiaries to, take or fail to take any actions which would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code with respect to which gain recognition is not required under Section 367(a) of the Code; (x) shall not, and shall not permit any of the Company Subsidiaries to, amend in any material respect, except as required by applicable law or in response to changes in applicable law, the terms of any Company Employee Plans, including, without limitation, any employment, severance or similar agreements or arrangements in existence on the date hereof, or adopt any A1-14new employee benefit plans, programs or arrangements or any employment, severance or similar agreements or arrangements, or grant any award thereunder (except in the case of awards not involving the acquisition of securities, in the ordinary course of business consistent with past practice), or grant any salary increases to any employee of the Company or any of the Company Subsidiaries except in the ordinary course of business consistent with past practice except that (A) the Company may hire, and enter into compensation arrangements with, employees in the ordinary course of business consistent with past practice and (B) this subsection (x) shall not preclude the Company from making payments required under Company Employee Plans in effect on the date hereof; (xi) shall not, and shall not permit any of the Company Subsidiaries to, except in the ordinary course of business consistent with past practice, (x) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity or (y) make any loans or advances to any other person; (xii) shall not, and shall not permit any of the Company Subsidiaries to, (x) make, revoke or change any material election with respect to Taxes unless required by applicable law or (y) settle or compromise any material Tax liability; (xiii) shall not, and shall not permit any of the Company Subsidiaries to, authorize capital expenditures which are, in the aggregate, in excess of $1 million for the Company and the Company Subsidiaries taken as a whole; (xiv) shall not, and shall not permit any of the Company Subsidiaries to, except for the payment of reasonable professional fees relating to the Merger or otherwise and reasonable fees to financial advisors (which financial advisory fees have heretofore been disclosed or are otherwise acceptable, to Parent), pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in an amount in excess of $1 million in the aggregate, other than the payments, discharges or satisfactions, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the Company's most recent audited balance sheet as of a date prior to the date hereof or subsequently incurred in the ordinary course of business and consistent with past practice or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than collection in the ordinary course; (xv) shall not, and shall not permit any of the Company Subsidiaries to, except in the ordinary course of business or as otherwise expressly contemplated hereby, grant or acquire any material licenses to use any Intellectual Property Rights or unpatented inventions set forth in the Company Disclosure Schedule; provided that the Company shall not grant any material -------- licenses to use any material Intellectual Property Rights or unpatented inventions so set forth without the prior written consent of Parent, which consent shall not be unreasonably withheld; (xvi) shall not, and shall not permit of the Company Subsidiaries to, allow any insurance policy naming it as a beneficiary or a loss payee to be cancelled, terminated or materially altered, except in the ordinary course of business and consistent with past practice and following written notice to Parent (provided that an insurer refusing to renew a policy shall not be deemed a breach of this covenant); (xvii) shall not, and shall not permit any of the Company Subsidiaries to, enter into any hedging, option, derivative or other similar transaction; (xviii) shall notify Parent a reasonable time in advance of, and shall permit a representative of Parent to review or participate in, any communications, meetings, or correspondence between the Company or any Company Subsidiary and the FDA, the European Agency for the Evaluation of Medical Products or similar regulatory agency and in any of the Company's internal planning meetings that cover substantive issues relating to Evacet(TM), except, in each case, as may be inconsistent with applicable law or regulation; and (xix) shall not, and shall not permit any of the Company Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions. (b) Prior to the Effective Time, except as set forth in Section 5.2 of the Purchaser Parent Disclosure Letter Schedule or as contemplated by expressly provided in this Agreement, unless the Company and the Special Committee have has consented in writing theretothereto (such consent not to be unreasonably withheld or delayed), the Purchaser: Parent: (i) shall, and shall not issue any shares cause each of the Parent Subsidiaries to, conduct its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; operations in the ordinary course consistent with the manner as heretofore conducted; (ii) shall promptly notify use commercially reasonable efforts, and shall cause each of Parent Subsidiaries to use commercially reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall not, and shall cause each of Parent Subsidiaries not to, amend their respective Certificates of Incorporation or Bylaws or comparable governing instruments; (iv) shall give prompt notice to the Company of any breach of any representation or warranty made by it contained herein in this Agreement becoming untrue or inaccurate in any Purchaser Material Adverse Effectmaterial respect such that the condition set forth in Section 6.2(a)(ii) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement; (iiiv) shall promptly deliver to the Company true not, and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declarepermit any of Parent Subsidiaries to, set aside take or pay fail to take any dividend or make any other distribution or payment actions which would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code with respect to which gain recognition is not required under Section 367(a) of the Code; and (vi) shall not, and shall not permit any shares of its capital stock Parent Subsidiaries to, agree, in writing or other ownership interests (other than regular quarterly cash dividends not otherwise, to exceed $0.05 per share)take any of the foregoing actions.

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as required by Law or as set forth in Section 5.2(a) of the Company Disclosure Letter or as contemplated by any other provision of this AgreementSchedule, unless the Purchaser Parent has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its operations according to their usual, regular and its ordinary course of business consistent with past practice and in substantially the same manner as heretofore conductedcompliance in all material respects with all applicable Laws; (ii) shall not amend use its Certificate commercially reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers, employees and consultants, and maintain satisfactory relationships with those Persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Parent of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any warranty that makes no reference to Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any reportEffect or materiality, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Company Material Adverse EffectEffect or materiality, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (v) pay its Taxes when due. (b) From and after the date of this Agreement until the Effective Time, except as may be required by Law or any pre-existing contractual obligation, and except as set forth in Section 5.2(b) of the Company Disclosure Schedule, unless Parent has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall cause its Subsidiaries not to: (i) amend its Amended Articles of Incorporation or Amended and Restated By-Laws; (ii) offer, issue, sell or pledge any shares of its capital stock or other ownership interest in the Company or its Subsidiaries, 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 other than pursuant to the Company's existing employee benefits plans; (iii) effect any stock split or otherwise change its capitalization as it exists on the date hereof; (iv) shall not grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its or its Subsidiaries' capital stock; (v) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by the Subsidiaries to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of its Subsidiaries or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries; (vii) sell, lease, license, mortgage, pledge, encumber, transfer, exchange or otherwise dispose of any of its properties or assets, whether tangible or intangible (including capital stock of its Subsidiaries), other than the sale or disposition of inventory in the ordinary course of business consistent with past practice or the sale, lease or other disposition of assets which individually or in the aggregate, are obsolete or not material to the Company and its Subsidiaries taken as a whole; (viii) acquire by merger or consolidation with, by purchase of any equity interest of or by any other manner, any business or entity or otherwise acquire any assets, except for purchases of inventory, supplies or capital equipment in the ordinary course of business; (ix) incur or assume any long-term or short-term debt, except for working capital purposes and the purchase of capital equipment in the ordinary course of business under the Credit Facility; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Subsidiaries; (xi) make or forgive any loans, advances or capital continuations to, or investments in, any other Person other than advances to officers or employees in the ordinary course of business consistent with past practice; (xii) increase the compensation (or benefits) payable to or to become payable to any director, officer or other employee, except for payments of bonuses not to exceed the amounts set forth on Section 5.2(b) of the Company Disclosure Schedule, increases in salary or wages of non-officer employees in the ordinary course of business and consistent with past practice or pursuant to any existing employment agreements of the Company; (xiii) establish, adopt, enter into, materially amend, or take any action to accelerate any rights or benefits under any collective bargaining agreement or any Plan; (xiv) effect any reorganization or recapitalization; (xv) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $0.05 per share)250,000 individually and $500,000 in the aggregate, other than the payment, discharge, settlement or satisfaction in the ordinary course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Reports or incurred since the date of such financial statements in the ordinary course of business, or cancel any indebtedness in excess of $50,000 individually and $500,000 in the aggregate; (xvi) take any action that would reasonably be expected to: (A) prevent, impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the Merger or (B) cause any of the conditions to the consummation of the Merger not to be satisfied; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (xviii) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior From the date of this Agreement to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementSCHEDULE 8.2(a), unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact their business organizations and goodwill, maintain in effect all existing qualifications, licenses, permits, approvals and other authorizations referred to in SECTIONS 6.1 and 6.14, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)their officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall promptly upon the discovery thereof notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); and (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement, any internal monthly reports prepared for or delivered to the Board of Directors after the date hereof and monthly financial statements for the Company and its Subsidiaries for and as of each month end subsequent to the date of this Agreement. (b) From and after the date of this Agreement to the Effective Time, except as set forth on SCHEDULE 8.2(b), unless Purchaser has consented in writing thereto, the Company shall not, and shall not permit any of its Subsidiaries to, (i) amend its Certificate of Incorporation or Bylaws or comparable governing instruments; (vii) shall not issue, sell or pledge any shares of its capital stock or other ownership interest in the Company (x) except pursuant to the other than issuances of Common Stock in respect of any exercise of options, warrants, conversion rights and other contractual rights existing Options outstanding on the date hereof and disclosed pursuant to this Agreementin SCHEDULE 6.4) or any of the Subsidiaries, or pursuant any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to the Recapitalization issue acquire or with respect to any such shares of its capital stock, ownership interest, or convertible or exchangeable securities; or accelerate any right to convert or exchange or acquire any securities of the Company or any of its Subsidiaries for any such shares or ownership interest; (iii) effect any stock split or otherwise change its capitalization as it existed exists on the date hereof, ; (yiv) grant, confer or award any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stock, stock or (z) adopt take any A1-14 (b) Prior action to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue cause to be exercisable any shares of its capital otherwise unexercisable option under any existing stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stockoption plan; (iiv) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends such payments by a wholly-owned Subsidiary); (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries; (vii) sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries), except in the ordinary course of business, none of which dispositions individually or in the aggregate will be material; (viii) settle or compromise any pending or threatened Litigation, other than settlements which involve solely the payment of money (without admission of liability) not to exceed $0.05 per share500,000 in any one case; (ix) acquire by merger, purchase or any other manner, any business or entity or otherwise acquire any assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole, except for purchases of inventory, supplies or capital equipment in the ordinary course of business consistent with past practice; (x) incur or assume any long-term or short-term debt, except for working capital purposes in the ordinary course of business under the Company's existing credit agreement set forth in SCHEDULE 6.19; (xi) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except wholly owned Subsidiaries of the Company; (xii) make or forgive any loans, advances or capital continuations to, or investments in, any other person other than loans and advances to employees in the ordinary course of business which do not exceed $500,000 in the aggregate at any one time outstanding; (xiii) make any Tax election or settle any Tax liability other than settlements involving solely the payment of money, which settlement would be permitted by clause (viii); (xiv) grant any stock related or performance awards except for grants which are substantially consistent with the Revised 1996 Budget; (xv) enter into any new employment, severance, consulting or salary continuation agreements with any officers, directors or employees or grant any increases in compensation or benefits to employees other than increases which are substantially consistent with the Revised 1996 Budget (it being understood that the acquisition of employees as part of the acquisition of hospitals or other healthcare facilities is not covered by this clause (xv)); (xvi) adopt, amend in any material respect or terminate any employee benefit plan or arrangement; (xvii) amend, change or waive (or exempt any person or entity from the effect of) the Rights Agreement, except in connection with the exercise of its fiduciary duties by the Board of Directors as set forth in SECTION 8.1 of this Agreement or as contemplated by SECTION 6.23; (xviii) permit any insurance policy naming the Company or any Subsidiary as a beneficiary or a loss payee to be cancelled or terminated other than in the ordinary course of business; and (xix) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeTime of the Merger (the "INTERIM PERIOD"), except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementSchedules, and unless the Purchaser iManage has consented in advance in writing thereto, the Company: THOUGHTSTAR: (i) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; provided that in so conducting its operations THOUGHTSTAR shall consult with iManage (through Shams Rashid, Vice President Business Development or other person designated by iManage) no less than weekly as to such operations and shall not take action or allocate resources in a manner objected to by iManage; (ii) To the extent consistent with its business, shall not amend use commercially reasonable efforts to preserve intact its Certificate business organization and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); its officers, employees and contractors and maintain satisfactory relationships with those persons having business relationships with it; (iii) shall Shall promptly notify the Purchaser iManage of any Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall Shall not (xA), except as contemplated by Sections 2.7(b) except pursuant to the exercise of optionsand 2.8(b), warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation, make payment of cash bonuses to, or enter into or amend any employment agreement with any of its present or future officers, directors, employees or contractors except for normal increases consistent with past practice; (zD) grant any severance or termination package to any employee, contractor or consultant; or (E) adopt any A1-14 new employee benefit plan (bincluding any stock option, stock benefit or stock purchase plan) Prior to the Effective Timeor, except as contemplated by Section 5.8, amend any existing employee benefit plan in any material respect; (v) Shall not enter into any agreement or transaction, or agree to enter into any agreement or transaction, including, without limitation, any transaction involving a merger, consolidation, joint venture, license agreement partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (vi) With the exception of licenses entered into in the ordinary course of business, shall not, without prior notice to iManage, transfer to any person or entity any rights to the Intellectual Property Rights; (vii) Shall not violate in any material respect, amend, or otherwise change the terms of any of the contracts set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the PurchaserSchedules; (viii) Shall not commence a lawsuit other than for: (iA) shall not issue any shares the routine collection of its capital stock at less than fair market value bills (other than pursuant to any Purchaser Stock Plans) against customers or effect any stock split vendors of iManage and its capital stockSubsidiaries of which iManage or its counsel have received notice); (iiB) shall promptly notify injunctive relief on the Company grounds that THOUGHTSTAR has suffered immediate and irreparable harm not compensable in money damages provided THOUGHTSTAR has obtained the prior written consent of any iManage, such consent not to be unreasonably withheld; or (C) breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and ; (ivix) shall Shall not declare, set aside or pay any dividend or make take any other distribution action which could reasonably be expected to cause a major customer or payment supplier or key employee or contractor to terminate its relationship with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).THOUGHTSTAR;

Interim Operations. (a) Prior Between the date hereof and each Applicable Closing Date, Seller shall operate and carry on the Business not previously transferred to Buyer only in the Effective Timeordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall (i) keep and maintain the Purchased Assets in good operating condition and repair; (ii) use commercially reasonable efforts to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business; and (iii) other than the reduction of surplus non-pharmaceutical Excluded Inventory that does not eliminate the display of a product or create the appearance of an inventory shortage, maintain the Inventory at levels adequate and not excessive in the present circumstances of the Business and at levels reasonably based on past practices and historical sales of the Business. In furtherance of the foregoing, Seller shall maintain normal operating hours, staffing levels, inventory levels and merchandise mix. Additionally, between the date hereof and each Applicable Closing Date, Seller will take commercially reasonable steps that are consistent with (x) Seller’s past practice in the ordinary course of the Business and (y) regional pharmacy standards to maintain or increase the applicable Current Volume. Buyer shall have the right, at any time before the Final Closing upon reasonable notice and at Buyer’s expense, to audit Seller’s prescription records to determine the then-current average daily prescription counts. (b) Except as expressly contemplated by this Agreement or except as with the express written approval of Buyer, Seller shall not: (i) take any action that is intended or may reasonably be expected to result in (x) any of the representations and warranties set forth in this Agreement being or becoming untrue in any material respect, (y) any of the Company Disclosure Letter conditions to each Applicable Closing set forth in this Agreement not being satisfied or as contemplated by (z) any other violation of any provision of this Agreement, unless the Purchaser has consented except, in writing theretoeach case, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conductedmay be required by applicable law; (ii) shall not amend its Certificate enter into any lease, agreement, contract or commitment of Incorporation any nature (or Bylaws amendment, supplement or comparable governing instruments (modification of any existing lease, agreement, contract or commitment, other than amendments to permit the consummation of the transactions Operate Real Estate Leases contemplated by this Agreement), oral or written, that would be binding on or adversely impact the Purchased Assets or Buyer after any Applicable Closing, nor make any capital investment or expenditures, primarily related to the ownership or operation of the Operate Location Pharmacies or File-Transfer Locations; (iii) shall promptly notify enter into any contract with respect to, or make any increase in (or commitment to increase) the Purchaser compensation payable to any of any breach of any representation its employees or warranty contained herein agents primarily related to the Operate Location Pharmacies or any Company Material Adverse EffectFile-Transfer Locations; or (iv) shall promptly deliver sell, lease, transfer or otherwise dispose of (including any transfers from Seller to the Purchaser true and correct copies any of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementits Affiliates), or pursuant impose or suffer to be imposed any Encumbrance on, any of the Recapitalization issue any shares Purchased Assets, other than inventory and minor amounts of its capital stock, effect any stock split personal property sold or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares disposed of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth for fair value in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless ordinary course of the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed Business consistent with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)past practice.

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on From the date hereof and disclosed pursuant until the Closing Date, (i) USX and Holdings agree that they will cause Transtar and each of the Transtar Companies to and (ii) Transtar will and will cause each of the Transtar Companies to: (a) Except as expressly contemplated by, or as required to implement this Agreement, conduct their business and maintain their assets only in the ordinary course and consistent with past practice; (b) Duly and punctually pay and perform all of its contractual obligations in accordance with the terms thereof; (c) Not sell, pledge or pursuant assign any capital stock of any Transtar Company nor issue or agree to the Recapitalization issue any shares share of its capital stock, effect any stock split or otherwise change its capitalization ; (d) Except as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stockexpressly contemplated by, or (z) adopt any A1-14 (b) Prior as required to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by implement this Agreement, unless not amend any of the Company and Constituent Documents of Transtar or any of the Special Committee have consented Transtar Companies; (e) Not acquire any assets or the securities of any person other than in writing thereto, the Purchaser: ordinary course of business consistent with past practice; (f) Not dispose of any assets other than (i) shall not issue any shares the sale of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) obsolete equipment and supplies in the ordinary course of business consistent with past practice or effect any stock split of its capital stock; (ii) shall the sale or lease of real property in the ordinary course of business consistent with past practice; (g) Not make any capital authorizations or expenditures, or enter into any agreements in connection therewith, other than for amounts and items in the form of and contemplated in the 2000 Capital Plan (including the amendment in respect of the Bessemer Car Fleet specified in the Letter dated May 30, 2000 from ▇▇▇▇▇▇ ▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) and which do not exceed $31,434,000 in the aggregate with respect to USX Companies and $16,526,000 in the aggregate with respect to Holdings Companies; (h) Except as contemplated in the 2000 Business Plan, not enter into any contract or agreement that would (i) constitute a Material Contract or (ii) any contract for a term longer than six months (assuming that all cancellation rights are promptly notify exercised on the Company of Closing Date or as soon thereafter as possible); (i) Not establish nor amend any breach of employee benefit plan except as contemplated in Article III hereof; (j) Not grant any representation salary or warranty contained herein wage increase or pay any Purchaser Material Adverse Effect; (iii) shall promptly deliver bonus except for increases granted to the Company true and correct copies of any report, statement or schedule filed employees other than elected officers in accordance with the SEC subsequent existing program or except as explicitly agreed to in writing by USX and Holdings; (k) Not incur, guarantee or become liable for any indebtedness for money borrowed, except for guarantees (i) made by one of the date Holdings Companies for the benefit of this Agreementanother Holdings Company; and or (ivii) shall not made by one of the USX Companies for the benefit of another USX Company. (l) Not declare, set aside or aside, pay any dividend or make any other distribution or payment with in respect to of any shares of its capital stock or purchase, redeem, otherwise acquire any of its capital stock or make any capital contributions (except as authorized by Sections 2.2, 2.3 and 2.5 hereof); (m) Not grant any stock or options under the Management Plans; (n) Not allow any substantial negotiations by the officers, employees, or agents (if such agents are acting pursuant to the direction of such officers or employees) of Transtar or the Transtar Companies concerning any agreement, understanding, or arrangement concerning the sale, transfer or other ownership interests disposition, either directly or indirectly, of the stock of Transtar or any Transtar Company or substantially all of the assets of Transtar or a Transtar Company. (o) Not enter into, modify, amend, supplement or terminate any binding agreement or contract with any affiliate of Holdings or USX (other than regular quarterly cash dividends the Transtar Companies), except in the ordinary course of business, consistent with past practice. (p) Not agree to any material change in any insurance policy, including, but not limited to, any change which would impair Transtar's, or any of the Transtar Companies', rights to exceed $0.05 per share)extend the discovery period for claims made against any claims made insurance policies. (q) Not authorize or agree with any person nor make any commitment to do any of (c) through (p) above.

Interim Operations. (a) Prior Except as permitted by the terms of the Merger Agreement, as set forth in Silicon Image’s confidential disclosure schedule delivered pursuant to the Merger Agreement, as required by applicable law, or unless Parent has otherwise consented in writing, Silicon Image has agreed that, from the date of the Merger Agreement until the Effective Time, except Silicon Image and its subsidiaries will conduct their respective businesses in the ordinary course of business consistent with past practice and Silicon Image shall use its commercially reasonable efforts to maintain its current relationships with its suppliers, manufacturers, distributors, customers, business associates, executives and other key employees and governmental authorities. Except as expressly contemplated or expressly permitted by the Merger Agreement, as set forth in the Company Disclosure Letter Silicon Image’s confidential disclosure schedule or as contemplated consented to in advance by any other provision of this Agreement, unless the Purchaser has consented Parent in writing thereto(which consent shall not be unreasonably withheld, delayed or conditioned), until the Company: (i) shallearlier to occur of the Effective Time and the termination of the Merger Agreement pursuant to its terms, Silicon Image shall not, and shall cause each not permit any of its Significant Subsidiaries to, conduct its operations according subsidiaries to their usual, regular and ordinary course in substantially do any of the same manner as heretofore conducted; (ii) shall not following: • adopt any amendments to or amend its Certificate certificate of Incorporation incorporation or Bylaws bylaws or comparable governing instruments organizational documents; Table of Contents • authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (other than to permit whether through the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation issuance or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise granting of options, warrants, conversion commitments, subscriptions, rights to purchase or otherwise) any securities of Silicon Image or any of its subsidiaries, except for the issuance and other contractual rights existing on the date hereof and disclosed sale of Shares pursuant to this AgreementSilicon Image Options, Silicon Image RSUs, or pursuant to other equity awards (including, for the Recapitalization issue any shares avoidance of its capital stockdoubt, effect any stock split or otherwise change its capitalization as it existed on options under the date hereof, (ySilicon Image ESPP) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent outstanding prior to the date of this the Merger Agreement in accordance with their terms as of the date thereof; except for the granting of Silicon Image RSUs and Silicon Image Options promised in connection with new hires in the ordinary course of business, to the individuals, and in the amounts, disclosed in writing to Parent prior to the date of the Merger Agreement; and except in accordance with the terms and conditions summarized in Section 11—“The Merger Agreement; Other Agreements—Silicon Image Employee Stock Purchase Plan”; • ▇▇▇▇▇, confer, award, take action to accelerate the vesting or settlement of, or promise or announce an intention to grant, confer, award, take action to accelerate the vesting or settlement of, any Silicon Image Options, Silicon Image RSUs, any other equity or equity-related award or other rights to acquire the capital stock of Silicon Image or any of its subsidiaries (ivincluding any dividend equivalent rights or phantom stock units denominated in Shares), whether settled in cash or Shares, or take action to accelerate the vesting or payment of any such rights; • acquire, repurchase or redeem, directly or indirectly, or amend any securities of Silicon Image other than in connection with (A) shall not the forfeiture or expiration of outstanding Silicon Image Options, Silicon Image RSUs, Silicon Image restricted shares, any other equity or equity-related awards or other rights to acquire the capital stock of Silicon Image or any of its subsidiaries and (B) the withholding of Shares to satisfy tax obligations with respect to the exercise of Silicon Image Options or vesting of Silicon Image RSUs pursuant to any obligations contained in the Silicon Image employee benefit plan; • other than cash dividends made by any direct or indirect wholly owned Silicon Image subsidiary to Silicon Image or one of Silicon Image’s wholly owned subsidiaries, split, combine or reclassify any shares of capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution or payment with in respect to any of the shares of its capital stock stock; • propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other ownership interests reorganization of Silicon Image or any of its subsidiaries (other than regular quarterly cash dividends not to exceed $0.05 per sharethe transactions contemplated by the Merger Agreement, including the Offer and the Merger).;

Interim Operations. (a) Prior to Between the Effective TimeDate of Execution and the Closing Date, except Seller shall retain full authority and control of the operation of the Business and the Facility. Except as set forth Purchaser in the Company Disclosure Letter its sole discretion otherwise approves, in advance, in writing, or as contemplated by any other provision of this Agreementotherwise expressly required hereunder, unless the Purchaser has consented in writing thereto, the CompanySeller shall: (i) shall, operate the Business and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular the Facility in a manner consistent with all Applicable Laws and ordinary course in substantially the same manner as heretofore conductedpast practices (both operational and financial); (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments maintain the Assets in good order and condition (other than normal wear and tear excepted) to permit the consummation of extent required to operate the transactions contemplated by this Agreement)Business and the Facility consistent with past practices and in full compliance with Applicable Laws; (iii) shall promptly notify comply with all Applicable Laws with respect to the Purchaser Assets and the operation thereof, including, without limitation, all required regulatory standards of any breach of any representation or warranty contained herein or any Company Material Adverse EffectGovernmental Authorities with regulatory jurisdiction over the Business and the Facility and all Third Party Payor Programs; (iv) shall promptly deliver to timely pay all payments due on or before the Purchaser true Closing Date under, and correct copies of any reportotherwise maintain and comply with, statement or schedule filed with the SEC subsequent to the date of this Agreementall Contracts and all Residency Agreements, each without change except as expressly provided herein; (v) shall except as may be required by Applicable Law, not (x) make any changes or modifications to any Contracts or Residency Agreements or incur any further obligations or surrender any rights thereunder, except pursuant that Seller may enter into new residency agreements with new Residents and may renew existing Residency Agreements on substantially the same terms and conditions as other Residency Agreements in effect prior to the exercise Date of optionsExecution for the same Facility and otherwise consistent with the specimen residency agreement attached hereto on Schedule 2.7(b), warrantsprovided in no event shall such new residency agreements provide for any “move in” specials or free rent, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreementfix rental amounts for more than twelve (12) months, provide for a single payment for lifetime services, or pursuant be at rates that are lower than the rates reflected in Schedule 4.1(a)(v); (vi) not enter into any contracts, agreements or leases (or any amendment of any of them) which would have had to be disclosed on any schedule hereto had such contracts, agreements or leases been entered into prior to the Recapitalization issue any shares Date of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this AgreementExecution, unless the Company and the Special Committee have consented such contract, agreement or lease (or amendment thereof) has been approved in advance in writing theretoby Purchaser, the Purchaser: (i) shall such approval not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stockbe unreasonably withheld; (iivii) shall promptly notify keep in full force and effect (and renew as applicable) present insurance policies and Licenses through the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).Closing Date;

Interim Operations. (a) Prior to From the date of this Agreement until the Effective Time, except as set forth in SECTION 6.2 of the Company Disclosure Letter or as contemplated by any other provision of this AgreementLetter, unless the Purchaser has consented in writing thereto, the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its operations according to their usual, regular and its ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall not amend use its Certificate reasonable best efforts to preserve intact its business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers and employees, and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect, any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); and (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement, any internal monthly reports prepared for or delivered to the Board of Directors after the date hereof and monthly financial statements for the Company and its Subsidiaries for and as of each month end subsequent to the date of this Agreement. (b) From and after the date of this Agreement until the Effective Time, except as set forth in SECTION 6.2 of the Company Disclosure Letter, unless Purchaser has consented in writing thereto, the Company shall not, and shall not permit its Subsidiaries to, (i) amend its certificate of incorporation or by-laws; (vii) shall not issue, sell or pledge any shares of its capital stock or other ownership interest in the Company (x) except pursuant to the other than issuances of Common Stock in respect of any exercise of options, warrants, conversion rights and other contractual rights existing stock options or warrants outstanding on the date hereof and disclosed pursuant to this Agreement, in SECTION 4.4 of the Company Disclosure Letter or pursuant to the Recapitalization issue Purchase Plan as permitted by SECTION 6.9) or its Subsidiaries, 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 its capital stock, ownership interest, or convertible or exchangeable securities (or derivative instruments in respect of the foregoing); (iii) effect any stock split or otherwise change its capitalization as it existed exists on the date hereof, ; (yiv) grant, confer or award any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stock, stock or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in otherwise required by the Purchaser Disclosure Letter terms of such unexercisable options or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stockoption plan); (iiv) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not such payments by the Subsidiaries to exceed $0.05 per sharethe Company).;

Interim Operations. (a) Prior Seller agrees that after the Execution Date and prior to the Effective TimeClosing Date (unless Buyer shall otherwise approve in writing) and except as required by applicable Law, Seller shall use its commercially reasonable efforts to (i) maintain in effect all foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations; and (ii) continue to provide customer support and service to its customers in the Ordinary Course. Without limiting the generality of the foregoing and in furtherance thereof, from the Execution Date until the Closing, except (A) as otherwise expressly contemplated by this Agreement; (B) as Buyer may consent in writing (which consent shall not be unreasonably withheld or delayed; provided that Buyer shall be required to respond to Seller within two (2) Business Days after receipt of written notice requesting approval from Seller with respect to any such action, and if Buyer does not respond within such time period, such lack of response shall be deemed to constitute written approval of Buyer with respect to any such action); (C) as is required by applicable Law or Governmental Authorities; or (D) as set forth in Schedule 7.5, Seller will not: a) adopt or propose any amendment or change in its certificate of incorporation or bylaws or other applicable governing instruments; b) merge or consolidate with any other Person, or restructure, reorganize or completely or partially liquidate; c) sell, lease or otherwise transfer, or create or incur any Encumbrance other than a Permitted Encumbrance on, any Acquired Assets; d) modify in any respect any of the Company Disclosure Letter Transferred Contracts or as contemplated waive any failure to comply with any provision thereunder by any of the other provision parties thereto; e) enter into any agreement or arrangement that is material to the Acquired Assets, or that materially increases Seller’s actual or contingent liabilities and obligations beyond cash available to satisfy them; f) fail to maintain the Tangible Assets in the Ordinary Course; g) take (or omit to take) any action that adversely affects, or could reasonably be expected to adversely affect, any rights of this AgreementSeller to the Seller Intellectual Property Assets, unless or abandon or permit to lapse any rights of Seller to the Purchaser has consented in writing theretoSeller Intellectual Property Assets; h) settle, the Company: or offer or propose to settle (i) shallany litigation, and shall cause each of its Significant Subsidiaries toinvestigation, conduct its operations according to their usualarbitration, regular and ordinary course in substantially the same manner as heretofore conducted; proceeding or other claim involving or against Seller or (ii) shall not amend its Certificate of Incorporation any litigation, arbitration, proceeding or Bylaws or comparable governing instruments (other than dispute that relates to permit the consummation of the transactions contemplated hereby or by this Agreement); (iiithe Other Agreements, in either case with any result which adversely affects the Business or Acquired Assets; i) shall promptly notify sell or offer to sell any Products on terms that are not consistent with Seller’s Ordinary Course or at any price that is less than such Product’s list price, subject to discounts consistent with the Purchaser of Ordinary Course; j) take any breach of action that would make any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this AgreementSeller hereunder, or pursuant omit to the Recapitalization issue take any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof action necessary to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of prevent any representation or warranty contained herein of Seller hereunder from being, inaccurate in any respect at, or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies as of any reporttime before, statement the Closing Date; or schedule filed with k) agree or commit to do any of the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share)foregoing.

Interim Operations. (a) Prior to the Effective Time, except as set forth in the Company OPC Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Purchaser USPI has consented in writing thereto, the Company: OPC: (i) shallShall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) Shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments Bylaws; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall Shall promptly notify the Purchaser USPI of any material emergency or other material change in its condition (financial or otherwise), business or results of operations, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; herein; (v) shall Shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) increase any compensation or enter into or amend any employment agreement with any of its present or future officers or directors, except for normal increases consistent with past practice, or (aa) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans; (bvi) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (ix) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or (y) except in connection with the use of shares of capital stock to pay the exercise price or tax withholding in connection with its stock-based employee benefit plans, directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; and (vii) Shall not, and shall not permit any of its Subsidiaries to sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business. (viii) Shall take commercially reasonable efforts to reconcile the accounts receivable accounts at two of the managed physician practices, pursuant to the terms previously agreed to by OPC and USPI. (b) Prior to the Effective Time, except as set forth in the USPI Disclosure Letter or as contemplated by any other ownership interests provision of this Agreement, unless OPC has consented in writing thereto, USPI: (i) Shall conduct its operations in the ordinary course in substantially the same manner as heretofore conducted; (ii) Shall not amend its Certificate of Incorporation; (iii) Shall promptly notify OPC of any material emergency or other material change in its condition (financial or otherwise), business or results of operations, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein; (iv) Shall not sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material, individually or in the aggregate, except in the ordinary course of business; (v) Shall not redeem, purchase or otherwise acquire, or propose to redeem, purchase or acquire, a material amount of the outstanding USPI Class A Common Stock or USPI Common Stock; (vi) Shall not (i) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement (including, specifically, contractual rights granted to the holder of the USPI Class B Common Stock), issue any shares of its capital stock at a purchase price of less than regular quarterly cash dividends $4.50 per share of USPI Common Stock, or (ii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to exceed acquire any shares of its capital stock at a purchase price of less than $0.05 4.50 per share)share of USPI Common Stock. (vii) Shall not declare or make any extraordinary distributions with respect to its capital stock, which distributions are individually, or in the aggregate, material.

Interim Operations. (a) Prior to Between the Effective TimeDate of Execution and the Closing Date, except Seller shall retain full authority and control of the operation of the Business and the Facilities. Except as set forth Purchaser in the Company Disclosure Letter its sole discretion otherwise approves, in advance, in writing, or as contemplated by any other provision of this Agreementotherwise expressly required hereunder, unless the Purchaser has consented in writing thereto, the CompanySeller shall: (i) shall, operate the Business and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular the Facilities in a manner consistent with all Applicable Laws and ordinary course in substantially the same manner as heretofore conductedpast practices (both operational and financial); (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments maintain the Assets in good order and condition (other than normal wear and tear excepted) to permit the consummation of extent required to operate the transactions contemplated by this Agreement)Business and the Facilities consistent with past practices and in full compliance with Applicable Laws; (iii) shall promptly notify comply with all Applicable Laws with respect to the Purchaser Assets and the operation thereof, including, without limitation, all required regulatory standards of any breach of any representation or warranty contained herein or any Company Material Adverse EffectGovernmental Authorities with regulatory jurisdiction over the Business and the Facilities and all Third Party Payor Programs; (iv) shall promptly deliver to timely pay all payments due on or before the Purchaser true Closing Date under, and correct copies of any reportotherwise maintain and comply with, statement or schedule filed with the SEC subsequent to the date of this Agreementall Provider Agreements, Contracts and all Residency Agreements, each without change except as expressly provided herein; (v) except as may be required by Applicable Law, not make any changes or modifications to any Provider Agreements, Contracts or Residency Agreements or incur any further obligations or surrender any rights thereunder, except that Seller may enter into new residency agreements with new Residents and may renew existing Residency Agreements on substantially the same terms and conditions as other Residency Agreements in effect prior to the Date of Execution for the same Facility and otherwise consistent with the specimen residency agreement attached hereto on Schedule 2.7(b), provided in no event shall such new residency agreements provide for any “move in” specials or free rent, fix rental amounts for more than sixty (60) days, provide for a single payment for lifetime services, or be at rates that are lower than the rates reflected in Schedule 4.1(a)(v); (vi) not enter into any contracts, agreements or leases (or any amendment of any of them) which would have had to be disclosed on any schedule hereto had such contracts, agreements or leases been entered into prior to the Date of Execution, unless such contract, agreement or lease (or amendment thereof) has been approved in advance in writing by Purchaser, such approval not to be unreasonably withheld; (vii) keep in full force and effect (and renew as applicable) present insurance policies and Licenses through the Closing Date; (viii) maintain in good standing all Licenses and use commercially reasonable efforts to maintain (and not terminate) all goodwill of Residents, parties to all Contracts and vendors; (ix) not allow the number of Residents at any Facility to exceed the licensed capacity for such Facility; (x) except pursuant for any bonuses which Seller may in its discretion propose to pay at its sole cost and expense to certain management employees in connection with the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as transaction contemplated by this Agreement, unless not cause or permit any of the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment following with respect to any shares of its capital stock Employees: any new bonus, percentage compensation, service award or other ownership interests like benefit, or any increase in the compensation payable or to become payable by Seller to any Employees; or any change in the method of calculating any presently existing bonus, percentage compensation, service award or other like benefit, granted, made or accrued to or to the credit of any of the Employees, or any increase in any Employee welfare, insurance, pension, retirement or similar payment or arrangement made or agreed to pursuant to existing welfare, pension and retirement Employee Benefit Plans and arrangements, deferred compensation, or other Employee Benefit Plans; and (other than regular quarterly cash dividends xi) except as expressly permitted hereunder, not to exceed $0.05 per share)take any action that would cause any of the changes, events or conditions described in Section 2.21.

Interim Operations. (a) Prior From the date of this Agreement to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of required pursuant to this Agreement, unless the Purchaser Intercardia has consented in writing thereto, the Company: Transcell shall: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; of business consistent with past practice; (ii) use its reasonable efforts to preserve intact its business organizations and goodwill, to maintain in effect all existing qualifications, licenses, permits, approvals and other authorizations, to keep available the services of their officers and employees and to maintain satisfactory relationships with suppliers and all other persons having business relationships with them except where the failure to do so would not have a Material Adverse Effect; (iii) deliver, within fifteen (15) business days after the end of each accounting month, monthly financial accounts prepared internally by Transcell's management, in the same format as heretofore furnished to Intercardia, for Transcell for and as of the end of each such month; and (iv) promptly notify Intercardia of any Litigation instituted or threatened against Transcell; (b) From the date of this Agreement to the Effective Time, unless Intercardia has consented in writing thereto, Transcell shall not not: (i) amend its Certificate of Incorporation or Bylaws Bylaws; (ii) issue, sell, pledge or comparable governing instruments (other than to permit the consummation otherwise dispose of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stockAuthorized Capital Stock (other than issuances of Authorized Capital Stock in respect of any exercise of Transcell Options or Transcell Warrants or any conversion of Class B Common Stock, Series A Preferred Stock or Series B Preferred Stock outstanding on the date hereof), or any securities convertible into or exchangeable for any such shares, or any rights, warrants or options to acquire or with respect to any such shares of Authorized Capital Stock, or convertible or exchangeable securities; or accelerate any right to convert or exchange or acquire any securities of Transcell for any such shares; (iii) effect any stock split split, reverse stock split, stock dividend, subdivision, reclassification or similar transaction, or otherwise change its capitalization as it existed exists on the date hereof; (iv) other than pursuant to this Agreement, (y) grant, confer confer, award or award amend any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stock, Authorized Capital Stock or (z) adopt take any A1-14action to cause to be exercisable any otherwise unexercisable option under any stock option plan; (bv) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its Outstanding Capital Stock; (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its Outstanding Capital Stock; (vii) sell, lease, assign, transfer or otherwise dispose of (by merger or otherwise) any of its property, business or assets (including, without limitation, any Intellectual Property) except in the ordinary course of business; (viii) settle or compromise any pending or threatened Litigation without Intercardia's consent (which consent will not be unreasonably withheld or delayed); (ix) make any loan, extension of credit or capital stock contribution to, or purchase to acquire (by merger or otherwise) any stock, bonds, notes, debentures or other ownership interests securities of, or any assets constituting a business unit of, or make any other investment in, any person, firm or entity, except (v) loans, extensions of credit, capital contributions, purchases, acquisitions or investments that are, individually and in the aggregate, of de minimis value, (w) extensions of trade credit and endorsements of negotiable instruments and other negotiable documents in the ordinary course of business (x) investments in cash and cash equivalents, (y) investments in wholly owned subsidiaries; (x) incur, assume or create any indebtedness for borrowed money or the deferred purchase price for property or services or pursuant to any capital lease or other financing, except indebtedness owed to Interneuron or incurred in the ordinary course of business for equipment financing or working capital purposes pursuant to Transcell's existing credit facilities; or amend in a manner materially adverse to Transcell any of Transcell's existing credit facilities; (xi) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except for obligations in the ordinary course of business consistent with the past practice of Transcell; (xii) make any material tax election (unless required by law or unless consistent with prior practice), settle or compromise any material income tax liability or amend any tax return; (xiii) waive or amend any term or condition of any confidentiality or "standstill" agreement to which Transcell is a party and which relates to a business combination with Transcell or the purchase of shares or assets of Transcell; (xiv) grant or amend any share-related or performance awards; (xv) except with respect to agreements which are terminable at will by Transcell without any material penalty to Transcell, enter into or amend any legally binding employment, severance, consulting or salary continuation agreements with any officers, directors or employees or grant any increases in compensation or benefits to employees other than regular quarterly cash dividends not increases to exceed $0.05 per shareofficers and employees in the ordinary course of business consistent with the past practice of Transcell; (xvi) adopt, amend or terminate any employee benefit plan or arrangement (except as expressly contemplated by this Agreement); (xvii) change any accounting principles or practices used by Transcell; (xviii) waive, relinquish, release or terminate any material right or claim, including any such right or claim under any Material Contract or permit any rights of material value to use any Intellectual Property to lapse or be forfeited; or (xix) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementStatement, unless the Purchaser RealNetworks has consented in writing theretothereto (which consent shall not be unreasonably withheld), the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, : (i) conduct its their respective operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) shall to the extent consistent with their respective businesses, use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) not amend its Certificate their respective Articles of Incorporation or Bylaws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall promptly notify the Purchaser RealNetworks of any material emergency or other Company Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; herein; (ivv) shall promptly deliver to the Purchaser RealNetworks true and correct copies of any report, statement or schedule filed with the SEC any Governmental Entity subsequent to the date of this Agreement; , except for any of the foregoing filed in the ordinary course of business; (vvi) shall not (xA) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or (z) adopt any A1-14 (b) Prior to the Effective Timeemployees, except for normal increases consistent with past practice, but in no event, in an amount in excess of five percent (5%) than the annual salary of each such employee as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).Statement;

Interim Operations. (a) Prior From the date of this Agreement until the earlier of (x) the date of initial purchase by Offer Sub of Common Shares pursuant to the Effective TimeOffer and (y) the date of termination of this Agreement pursuant to Section 6.1 hereof, except as set forth in Section 5.2 of the Company Disclosure Letter or as contemplated by any other provision of this AgreementLetter, unless the Purchaser has consented in writing theretothereto (which consent shall not be unreasonably withheld or delayed), the Company: (i) Company shall, and shall cause each of its Significant Subsidiaries to, (i) to the extent not inconsistent with the Company's obligations under any other section of this Agreement or under any Ancillary Document, conduct its operations according to their usual, regular and its ordinary course in substantially the same manner as heretofore conductedof business consistent with past practice; (ii) shall to the extent not amend inconsistent with the Company's obligations under any other section of this Agreement or under any Ancillary Document, use commercially reasonable efforts to preserve intact its Certificate business organizations and goodwill, keep available the services of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement)its officers and employees, and maintain satisfactory relationships with those persons having business relationships with them; (iii) shall upon the discovery thereof, promptly notify Purchaser of the Purchaser existence of any breach of any representation or warranty contained herein (or, in the case of any representation or any Company warranty that makes no reference to Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of such representation or warranty in any material respect) or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct (or, in the case of any representation or any Purchaser warranty that makes no reference to Material Adverse Effect, to no longer be true and correct in any material respect); (iiiiv) shall promptly deliver to the Company Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (v) prior to the consummation of the Offer cause (x) all outstanding indebtedness for borrowed money due and payable to the Company or any of the Subsidiaries from any officers, directors or affiliates thereof to be repaid and (y) all related notes and instruments of indebtedness to be canceled and terminated without any cost or penalty to the Company or the Subsidiaries. (b) From and after the date of this Agreement until the earlier of (x) the date of initial purchase by Offer Sub of Common Shares pursuant to the Offer, and (y) the date of termination of this Agreement pursuant to Section 6.1 hereof, except as set forth in Section 5.2 of the Company Disclosure Letter or as otherwise required in order for the Company to comply with its obligations under this Agreement and the Ancillary Documents, unless Purchaser has consented thereto (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall not permit its Subsidiaries to, (i) amend its articles of association, certificate of incorporation, bylaws or other organizational documents; (ii) issue, sell or pledge any shares of its capital shares or other ownership interest in the Company (other than issuances of Common Shares in respect of any exercise of share options or conversion of convertible notes, in either case, outstanding on the date hereof and issuances disclosed in Section 3.4 of the Company Disclosure Letter) or its Subsidiaries, 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 shares, ownership interest, or convertible or exchangeable securities (or derivative instruments in respect of the foregoing); (iii) effect any share split or otherwise change its capitalization as it exists on the date hereof; (iv) shall not grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its capital shares or take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan (except as otherwise required by the terms of such unexercisable options); (v) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock shares or other ownership interests (other than regular quarterly cash dividends such payments by any Subsidiary of the Company to another Subsidiary of the Company or to the Company); (vi) directly or indirectly redeem, purchase or otherwise acquire any of the Company's capital shares or capital shares of its Subsidiaries which are not owned by the Company or any Subsidiary of the Company; (vii) sell, lease or otherwise dispose of any of its assets (including capital shares of its Subsidiaries), other than the sale or disposition of inventory or the license of the Company's products, in each case in the ordinary course of business or the sale, lease or other disposition of assets which, individually or in the aggregate, are obsolete or not material to the Company and its Subsidiaries taken as a whole; (viii) (x) acquire by merger, purchase or any other manner, any business or entity or (y) otherwise acquire any assets which would be material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole, except for purchases of inventory, supplies or capital equipment in the ordinary course of business consistent with past practice; (ix) incur or assume any long-term or short-term debt aggregating in excess of $1,000,000; (x) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the debt or other obligations of any other Person, other than obligations of its Subsidiaries or parent entity incurred in the ordinary course of business; (xi) make or forgive any loans, advances or capital contributions to, or investments in, any Person other than its Subsidiary or any parent entity; (xii) grant any share-related or equity performance awards; (xiii) except as contractually obligated on the date hereof (but only to the extent a copy of such contract, if written, or a written summary of such contract, if oral, has previously been provided to Parent) or as otherwise required under applicable Law, enter into any new employment, severance, consulting or salary continuation agreements with any officers, directors or employees or except as contractually obligated on the date hereof (but only to the extent a copy of such contractual commitment, if written, or a written summary of such contractual commitment, if oral, has previously been provided to Parent) or as otherwise required under applicable Law grant any increases in compensation, benefits to employees or non-equity performance awards, except for normal merit bonuses or salary increases for non-officer employees consistent with past practices; (xiv) except to the extent required by Law, adopt or amend in any material respect any material employee benefit plan or arrangement; (xv) permit any material insurance policy naming the Company or any Subsidiary as a beneficiary or a loss payee to be canceled or terminated other than in the ordinary course of business; (xvi) settle or compromise any pending or threatened Litigation for an amount in excess of $1,000,000 for any single matter of Litigation, or $5,000,000 in the aggregate for all such matters settled or compromised; (xvii) make any Tax election or settle any Tax liability other than settlements involving solely the payment of money (without admission of liability) not to exceed $0.05 per share)1,000,000; and (xviii) agree in writing or otherwise to take any of the foregoing actions; provided, however, that nothing set forth herein shall prohibit or be deemed to prohibit the Company or any Subsidiary from agreeing to take any of the foregoing if such agreement's effectiveness is contingent upon termination of this Agreement pursuant to Section 6.1 hereof.

Interim Operations. Between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Article IX, except for any COVID-19 Actions set forth on Schedule 4.18(a) and except as set forth on Schedule 7.1, or as expressly permitted by this Agreement, unless Buyer has previously consented in writing (awhich Buyer agrees shall not be unreasonably withheld, conditioned or delayed) Prior or as required by applicable Law, Sellers will (i) conduct the operation of the EPSi Business in the Ordinary Course of Business and (ii) use commercially reasonable efforts to preserve present relationships with suppliers and customers having business dealings with the Effective TimeEPSi Business. Without limiting the foregoing, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Article IX, except as set forth in the Company Disclosure Letter on Schedule 7.1 or as contemplated by any other provision of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments (other than to permit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated expressly permitted by this Agreement, unless the Company and the Special Committee have Buyer has previously consented in writing thereto(which Buyer agrees shall not be unreasonably withheld, conditioned or delayed) or as required by applicable Law or the Purchaser: COVID-19 Actions, Sellers shall not do any of the following (to the extent related to the EPSi Business or to the extent the EPSi Business is affected): (a) (i) shall not issue except in the Ordinary Course of Business, transfer, lease, acquire or dispose of, any shares of its capital stock at less than fair market value non-de minimis property or assets that would otherwise constitute Purchased Assets, (ii) mortgage or encumber, or subject to any Lien (other than pursuant to Permitted Liens), any Purchaser Stock Plans) property or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation assets that would constitute Purchased Assets, or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver cancel any debts owed to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment claims held by Sellers with respect to the EPSi Business; (b) other than in the Ordinary Course of Business, enter into, amend, modify, renew, accelerate, cancel, grant any shares waiver or release under, or assign any rights or claims under, or terminate any Material Contract; (c) other than in the Ordinary Course of its capital stock Business, enter into, adopt, amend, terminate, or increase the amount of benefits or compensation (including any bonus) due under, any Employee Plan or other ownership interests (benefit or compensation plan, program, Contract, or arrangement applicable to the Business Employees, including any agreement relating to the compensation or severance of any Business Employee other than regular quarterly cash dividends not in the Ordinary Course of Business, except to exceed $0.05 per share).the extent required by Law or any existing Contracts or Employee Plans in effect on the date hereof;

Interim Operations. (a) Prior From the date of this Agreement to the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of required pursuant to this Agreement, unless the Purchaser Intercardia has consented in writing thereto, the Company: Transcell shall: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; of business consistent with past practice; (ii) use its reasonable efforts to preserve intact its business organizations and goodwill, to maintain in effect all existing qualifications, licenses, permits, approvals and other authorizations, to keep available the services of their officers and employees and to maintain satisfactory relationships with suppliers and all other persons having business relationships with them except where the failure to do so would not have a Material Adverse Effect; (iii) deliver, within fifteen (15) business days after the end of each accounting month, monthly financial accounts prepared internally by Transcell's management, in the same format as heretofore furnished to Intercardia, for Transcell for and as of the end of each such month; and (iv) promptly notify Intercardia of any Litigation instituted or threatened against Transcell; (b) From the date of this Agreement to the Effective Time, unless Intercardia has consented in writing thereto, Transcell shall not not: (i) amend its Certificate of Incorporation or Bylaws Bylaws; (ii) issue, sell, pledge or comparable governing instruments (other than to permit the consummation otherwise dispose of the transactions contemplated by this Agreement); (iii) shall promptly notify the Purchaser of any breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stockAuthorized Capital Stock (other than issuances of Authorized Capital Stock in respect of any exercise of Transcell Options or Transcell Warrants or any conversion of Class B Common Stock, Series A Preferred Stock or Series B Preferred Stock outstanding on the date hereof), or any securities convertible into or exchangeable for any such shares, or any rights, warrants or options to acquire or with respect to any such shares of Authorized Capital Stock, or convertible or exchangeable securities; or accelerate any right to convert or exchange or acquire any securities of Transcell for any such shares; (iii) effect any stock split split, reverse stock split, stock dividend, subdivision, reclassification or similar transaction, or otherwise change its capitalization as it existed exists on the date hereof; (iv) other than pursuant to this Agreement, (y) grant, confer confer, award or award amend any option, warrant, conversion right convertible security or other right not existing on the date hereof to acquire any shares of its capital stock, Authorized Capital Stock or (z) adopt take any A1-14action to cause to be exercisable any otherwise unexercisable option under any stock option plan; (bv) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its Outstanding Capital Stock; (vi) directly or indirectly redeem, purchase or otherwise acquire any shares of its Outstanding Capital Stock; (vii) sell, lease, assign, transfer or otherwise dispose of (by merger or otherwise) any of its property, business or assets (including, without limitation, any Intellectual Property) except in the ordinary course of business; (viii) settle or compromise any pending or threatened Litigation without Intercardia's consent (which consent will not be unreasonably withheld or delayed); (ix) make any loan, extension of credit or capital stock contribution to, or purchase to acquire (by merger or otherwise) any stock, bonds, notes, debentures or other ownership interests securities of, or any assets constituting a business unit of, or make any other investment in, any person, firm or entity, except (v) loans, extensions of credit, capital contributions, purchases, acquisitions or investments that are, individually and in the aggregate, of DE MINIMIS value, (w) extensions of trade credit and endorsements of negotiable instruments and other negotiable documents in the ordinary course of business (x) investments in cash and cash equivalents, (y) investments in wholly owned subsidiaries; (x) incur, assume or create any indebtedness for borrowed money or the deferred purchase price for property or services or pursuant to any capital lease or other financing, except indebtedness owed to Interneuron or incurred in the ordinary course of business for equipment financing or working capital purposes pursuant to Transcell's existing credit facilities; or amend in a manner materially adverse to Transcell any of Transcell's existing credit facilities; (xi) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except for obligations in the ordinary course of business consistent with the past practice of Transcell; (xii) make any material tax election (unless required by law or unless consistent with prior practice), settle or compromise any material income tax liability or amend any tax return; (xiii) waive or amend any term or condition of any confidentiality or "standstill" agreement to which Transcell is a party and which relates to a business combination with Transcell or the purchase of shares or assets of Transcell; (xiv) grant or amend any share-related or performance awards; (xv) except with respect to agreements which are terminable at will by Transcell without any material penalty to Transcell, enter into or amend any legally binding employment, severance, consulting or salary continuation agreements with any officers, directors or employees or grant any increases in compensation or benefits to employees other than regular quarterly cash dividends not increases to exceed $0.05 per shareofficers and employees in the ordinary course of business consistent with the past practice of Transcell; (xvi) adopt, amend or terminate any employee benefit plan or arrangement (except as expressly contemplated by this Agreement); (xvii) change any accounting principles or practices used by Transcell; (xviii) waive, relinquish, release or terminate any material right or claim, including any such right or claim under any Material Contract or permit any rights of material value to use any Intellectual Property to lapse or be forfeited; or (xix) agree in writing or otherwise to take any of the foregoing actions.

Interim Operations. 6.1.1 PSI shall, and PSI shall cause Phoenix to: (a) Prior to the Effective Time, except as set forth carry on its business only in the Company Disclosure Letter or as contemplated by any other provision Ordinary Course of this Agreement, unless the Purchaser has consented in writing thereto, the Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in Business substantially the same manner as heretofore conducted; (b) except as they may expire or be terminated by any other party thereto, keep in full force and effect, and not cause a default of any of its obligations under, any PSI Commitments; (c) keep in full force and effect the insurance coverage in effect on the date hereof to the extent that such insurance continues to be reasonably available; (d) maintain, renew, keep in full force and effect and preserve its business organization and material rights and Licenses and use commercially reasonable efforts to (i) retain its present employee force and (ii) maintain its existing, or substantially equivalent, relationships with others having business relations with it and to use commercially reasonable efforts to maintain the continuance of its general customer and supplier relationships; and (e) duly comply with all Laws applicable to it and to the conduct of its business, except where the failure to so comply would not, individually or in the aggregate, have a PSI Material Adverse Effect. 6.1.2 Except with the prior written consent of IVAX or as otherwise required or permitted by this Agreement or as contemplated by Schedule 6.1, PSI shall not, and PSI shall cause Phoenix to not, directly or indirectly, do any of the following: (a) voluntarily or involuntarily sell, transfer, surrender, abandon or dispose of any of its properties, assets or rights (tangible or intangible) other than in the Ordinary Course of Business or disclose any material proprietary or confidential information to any third party not a party to a written confidentiality agreement with or otherwise under an obligation of confidentiality to PSI or Phoenix; (b) make any mortgage or pledge or subject itself or its properties or assets to any Lien, except for the Lien of current Taxes or assessments not yet delinquent, Liens and deposits (including mechanics’, materialmen’s and other similar Liens) arising in the Ordinary Course of Business securing amounts not yet due and payable; (c) enter into or materially amend any Contract except in the Ordinary Course of Business; (d) grant any increase in the compensation payable or to become payable to officers or employees (including, without limitation, any such increase pursuant to any bonus, pension, profit-sharing plan or other PSI Plan or commitment), except in the Ordinary Course of Business or pursuant to the provisions of existing obligations; (e) incur, assume or take any property subject to any liability, except in the Ordinary Course of Business; (f) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected, other than alterations or changes required by GAAP or applicable Law; (g) dispose of or permit a lapse (to the extent that such lapse is reasonably preventable) of any rights to any material intangible personal property, including, without limitation, Intellectual Property, other than in the Ordinary Course of Business; (h) amend its Certificate of Incorporation or Bylaws Bylaws; (i) expend or comparable governing instruments commit to expend funds for capital additions in excess of fifty thousand dollars ($50,000) that is not reflected in either the 2004 or 2005 Capital Additions Budgets previously made available to IVAX or its representatives; (j) adopt or amend any PSI Plan; (k) cancel, waive or release any debts, rights or claims, except in the Ordinary Course of Business, but in no event in excess of two hundred fifty thousand dollars ($250,000); (l) write off the value of any inventory or any accounts receivable or increase the reserves for obsolete, damaged, spoiled or otherwise not useable inventory or uncollectible receivables, except in accordance with GAAP; (m) enter into any indemnification, severance, employment or consulting Contract with any Person who is not a current officer, employee or consultant of PSI or Phoenix other than in the Ordinary Course of Business, or enter into any indemnification, severance, employment or consulting Contract with any current officer, employee or consultant of PSI or Phoenix; (n) enter into any transaction with an Affiliate (other than to permit transactions with customers and suppliers who are Affiliates entered into in the consummation Ordinary Course of the Business for goods or services on terms and at prices customary for arm’s-length transactions contemplated by this Agreementwith third parties for such goods and services); (iiio) shall promptly notify the Purchaser issue, sell or authorize for issuance or sale, shares of any breach class or series of any representation its securities (including, without limitation, by way of stock split or warranty contained herein dividend) or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any reportsubscriptions, statement or schedule filed with the SEC subsequent to the date of this Agreement; (v) shall not (x) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant or convertible securities or enter into any agreements or commitments of any character obligating it to this Agreementissue or sell any such securities; (p) redeem, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split purchase or otherwise change its capitalization as it existed on the date hereofacquire, (y) grantdirectly or indirectly, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, or (z) adopt any A1-14 (b) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or any option, warrant or other ownership interests right to purchase or acquire any such shares; (q) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock (other than regular the quarterly cash dividends dividend on the PSI ▇▇ ▇▇▇▇ A Preferred Stock and the PSI Series B Preferred Stock that shall continue to accrue in accordance with the terms of PSI’s Certificate of Incorporation but shall not be paid in cash); (r) other than in the Ordinary Course of Business, enter into a new Contract, which if in existence on the date of this Agreement would have been at forth on Schedule 3.28.1 as a PSI Commitment, or amend, terminate or elect not to exceed renew any PSI Commitment; (s) except as permitted by this Section 6.1.2, take or omit to take any action which would render any of PSI’s or Phoenix’s representations or warranties materially untrue or misleading, which would be a material breach or violation of any of PSI’s or Phoenix’s covenants or which would render the satisfaction of any condition to the Closing impossible; (t) take any action which results or could reasonably be expected to result in a PSI Material Adverse Effect; or (u) agree, whether in writing or otherwise, to do any of the foregoing. In addition, neither PSI nor Phoenix shall incur or pay expenses for professional services performed prior to the Closing in connection with the transactions contemplated by this Agreement in excess of an aggregate of $0.05 per share)575,000.

Interim Operations. (a) Prior to During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in the Company Disclosure Letter or as contemplated by any other provision of this AgreementStatement, unless the Purchaser Petopia has consented in writing theretothereto (which consent shall not be unreasonably withheld), the Company: : (i) shall, and shall cause each of its Significant Subsidiaries to, Shall conduct its operations according to their its usual, regular and ordinary course in substantially the same manner as heretofore conducted; ; (ii) To the extent consistent with its business, shall use commercially reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it; (iii) Shall not amend its Certificate of Incorporation or Bylaws By-Laws or comparable governing instruments instruments; (other than to permit the consummation of the transactions contemplated by this Agreement); (iiiiv) shall Shall promptly notify the Purchaser Petopia of any material emergency or other Company Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein or any Company Material Adverse Effect; (iv) shall promptly deliver to the Purchaser true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; herein; (v) shall Shall not (xA) except pursuant to for the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof, ; (yB) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, but in any event, not in excess of 5% per annum per employee; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices; (E) hire any new employee who shall have, or terminate the employment of any employee who has, an annual salary in excess of $35,000; or (zF) adopt any A1-14new employee benefit plan (including any stock option, stock benefit or stock purchase plan), or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by law; (bvi) Prior to the Effective Time, except as set forth in the Purchaser Disclosure Letter or as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: Shall not (iA) shall not issue any shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; and (iv) shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interests; or (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (vii) Shall not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including, without limitation, any transaction involving a merger, consolidation, joint venture, license agreement (including any license of Intellectual Property), partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (viii) Shall not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other than (i) in the ordinary course of its business consistent with past practices, but in no event in an amount exceeding $5,000 individually or $15,000 in the aggregate (other than regular quarterly cash dividends normal expenditures for the purchase of raw materials or other supplies) or (ii) pursuant to the Company's line of credit with Clifcor Capital LLC in the ordinary course of business consistent with past practices; (ix) Shall not make any loans, advances or capital contributions to, or investments in, any other Person; (x) Except as described in the Disclosure Statement, shall not make or commit to exceed made any capital expenditures in excess of $0.05 per share5,000 individually or $15,000 in the aggregate; (xi) Shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any Related Party of the Company or enter into any transaction with any Related Party of the Company (except for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees of the Company and repayments of amounts drawn under the Company's line of credit with Clifcor Capital LLC); (xii) Shall not alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected; (xiii) Shall not grant or make any mortgage or pledge or subject itself or any of its material properties or assets to any lien, charge or encumbrance of any kind, except Liens for taxes not currently due; and (xiv) Shall use reasonable efforts to maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect.