Common use of Operation of the Business Clause in Contracts

Operation of the Business. (a) Except as contemplated herein or as otherwise consented to by the Purchaser in writing (which consent will not be unreasonably withheld), prior to the Closing, the Sellers will cause IDP and PRIMO to: (i) Use reasonable efforts to keep the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their business; (ii) Continue their existing practices relating to the maintenance of assets used in their business; (iii) Not purchase, sell, lease or dispose of, or make any contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets other than in the ordinary course of their business; (iv) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue its existing practices relating to the maintenance of assets used in its business; and (iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock.

Operation of the Business. (a) Except as contemplated herein or as otherwise consented to by with the prior written consent of Purchaser in writing (which consent will shall not be unreasonably withheld, delayed or conditioned), prior as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code, during the Pre-Closing Period, Seller shall operate the Business in the ordinary course (taking into account Seller’s status as a debtor-in-possession), comply with all Legal Requirements applicable to the Closingoperation of its business and preserve its present business organization intact. During the Pre-Closing Period, the Sellers will cause IDP and PRIMO Seller shall use commercially reasonable efforts to: (i) Use reasonable efforts to keep maintain in full force and effect the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than Permits in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their businessall material respects; (ii) Continue their existing practices relating to maintain all of the maintenance Transferred Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of assets used insurance currently in their businesseffect in respect of the Transferred Assets; (iii) Not purchaseupon any damage, selldestruction or loss to any Transferred Asset, lease or dispose ofapply any insurance proceeds received with respect thereto to the prompt repair, or make any contract for replacement and restoration thereof to the purchasecondition of such Transferred Asset before such event or, saleif required, lease or disposition of, or subject to Lien, any assets such other than in the ordinary course of their business(better) condition as may be required by applicable Legal Requirements; (iv) Except to replenish the extent required by law or specifically provided for elsewhere herein or Inventory such that the mix, character and quality of the Inventory on Schedule 4.4(dthe Closing Date is substantially similar as on the date hereof; (v) hereto, not increase pay when due all undisputed amounts owed under the rates of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practiceFacilities Leases; and (vvi) Not amend their governing documents or make any change in their capital stock or grant any optionconsult with Purchaser on all material aspects of the Business as may be reasonably requested from time to time by Purchaser, warrant or other right to purchase or to convert any obligation into shares of capital stockincluding, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated herein or as otherwise consented to permitted by this Agreement, during the IDP Sellers in writing Pre-Closing Period, Seller shall not, without the prior written consent of Purchaser (which consent will shall not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will:delayed or conditioned): (i) Use reasonable efforts to keep the business terminate or amend any of the Purchaser intact and not take Facilities Leases (or not permit execute any amendments or modifications to be taken any Facilities Leases), or cancel, modify or waive any claims held in respect of the Transferred Assets or waive any material rights of value; (ii) do any act or knowingly suffer fail to be done anything other than do any act that will cause a material breach or default in any of the Facilities Leases; (iii) sell, transfer or otherwise dispose of any of the Transferred Assets except in the ordinary course of business, consistent with past practices; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) grant to any Employee any increase in compensation, except increases to non-management Employees in the same is presently being conductedordinary course of business; (vii) terminate any Employee related to the Business, and except non-management Employees in the ordinary course of business; (viii) make or rescind any material Tax election or take any material Tax position (unless required by law) or file any Tax Return or change its fiscal year or financial or Tax accounting methods, policies or practice, or settle any Tax Liability, except in each case as would not reasonably be expected to maintain the goodwill and reputation associated with the business of the materially affect Purchaser; (iiix) Continue its existing practices modify, rescind or terminate a material Permit, allowance, or credit (or application therefor) relating to the maintenance of assets used in its business; andBusiness or the Transferred Assets; (iiix) Not amend its governing documentsdispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (xi) issue any shares of stock or stock equivalents; (xii) subject its assets to any material Encumbrances; (xiii) directly or indirectly make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant dividend or other right distribution to shareholders or repurchase or reacquire any equity interests; (xiv) close the Store / Headquarters; (xv) issue any purchase order for non-branded goods in excess of $100,000; (xvi) incur any Indebtedness other than under current credit arrangements provided to Purchaser; or (xvii) authorize any of the foregoing, or commit or agree to convert take actions, whether in writing or otherwise, to do any obligation into shares of capital stockthe foregoing.

Operation of the Business. (a) Except as contemplated herein otherwise expressly provided in this Agreement or the other Transaction Documents or as otherwise consented disclosed in Schedule 6.1(a) of the Disclosure Letter or to by the Purchaser extent necessary to comply with applicable Laws or actions required to implement the Operational Separation Activities in writing accordance with Section 2.7 and Schedule 2.7(a) of the Disclosure Letter, from the Agreement Date until the Closing, without the prior written approval of Buyer (which consent will approval shall not be unreasonably withheldwithheld or delayed), prior (X) Seller shall, and Seller shall cause its Subsidiaries to, continue to operate and conduct the Closing, the Sellers will cause IDP and PRIMO to: (i) Use reasonable efforts to keep the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their business; (ii) Continue their existing practices relating to the maintenance of assets used in their business; (iii) Not purchase, sell, lease or dispose of, or make any contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets other than in the ordinary course of their business; (iv) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases Business in the ordinary course of business consistent with past practicepractice and (Y) Seller shall not, and Seller shall cause its Subsidiaries not to, take any of the following actions with respect to (or which would impact or affect) the Purchased Shares, the Purchased Assets, the Assumed Liabilities or the Business; andprovided that any obligations of Seller and its Subsidiaries pursuant to this Section 6.1 to take or cause to be taken any action with respect to the Purchased Minority Interests shall be applicable only to the extent of Seller’s or its Subsidiary’s control of such Purchased Minority Interests and shall be subject to any fiduciary obligations of Seller or its Subsidiaries with respect to such Purchased Minority Interests): (i) amend or modify the Organizational Documents of any Purchased Entity; (ii) transfer, sell, lease, license or otherwise convey or dispose of, abandon or allow to lapse (other than at the expiration by its non-extendable and non-renewable term), or subject to any Lien (other than, with respect to the Purchased Assets, Permitted Liens), (x) any of the Purchased Shares or (y) the Purchased Assets (or assets or property which would have been Purchased Assets, but for such transfer or disposition), in each case, individually or in the aggregate, material to the Business, or any assets of Seller or its Subsidiaries that would be material to the applicable Purchased Entity’s rights under the Signing Date Agreements or proposed as of the Agreement Date to be subject to the IPMA or the Subleases, in each case other than (A) sales or non-exclusive licenses of Products and Intellectual Property Rights to customers or other business partners in the ordinary course of business, (B) sales or dispositions of obsolete or inoperable Purchased Assets in the ordinary course of business, or (C) other than with respect to material Intellectual Property Rights, any transfer, sell, lease, license or other transfers, sales, leases, licenses, conveyances and dispositions made in the ordinary course of business; (iii) change, modify or issue any capital stock or other equity interests (including for all purposes of this Section 6.1(a) any restricted stock, restricted stock unit, performance stock unit, phantom stock, stock appreciation rights, rights to share in the profits or distributions or other similar rights), voting interest or securities convertible into or exchangeable or exercisable for, or subscriptions, rights or options with respect to, or warrants to purchase, or other similar agreements or commitments relating to, the capital stock or other equity interests or voting interest of any Purchased Entity or authorize any of the foregoing; (iv) (x) with respect to any Purchased Entity (other than Symantec (UK) Limited), declare, set aside, or pay any dividend or other distribution other than to the extent paid in full in cash prior to the Effective Time; or (y) redeem, purchase or otherwise acquire any outstanding shares of any capital stock or other equity interest of any Purchased Entity, other than to the extent paid in full in cash prior to the Effective Time; (v) Not amend their governing documents with respect to any Purchased Entity, adopt a plan of complete or make any change in their capital stock or grant any optionpartial liquidation, warrant dissolution, merger, consolidation, restructuring, recapitalization or other right reorganization under local Law; (vi) with respect to purchase any Purchased Entity, any of the following as would (a) reasonably be expected to have a continuing impact on any Purchased Entity following the Closing Date that would be material or to convert any obligation into shares of capital stock (b) Except as contemplated herein be a Purchased Asset or Assumed Liability that would be material or as would reasonably be expected to materially increase any Tax Liability (or materially decrease any Tax benefit) of the Business or Buyer and its Subsidiaries following the Closing: make or change any Tax election, change any annual Tax accounting period, adopt or change any method of accounting with respect to Taxes, file any amended Tax Return in a manner that would reasonably be expected to materially increase any Tax Liability (or materially decrease any Tax benefit) of the Business or Buyer and its Subsidiaries following the Closing, enter into or amend any Tax Sharing Agreement, initiate any voluntary disclosure to any Taxing Authority, enter into any written agreement with any Taxing Authority relating to Taxes, settle or compromise any Tax claim or assessment, surrender any right to claim a Tax refund, relief or credit, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, take or omit to take any other action, if any such action or omission would have the effect of increasing the Tax Liability (or reducing any Tax Asset) of any Purchased Entity or for which Buyer or any of its Subsidiaries would be responsible, or would otherwise consented acquire pursuant to this Agreement, where “Tax Asset” shall mean any net operating loss, net capital loss, investment Tax credit, or any other credit or Tax attribute which could reduce Taxes (including, without limitation, deductions and credits related to alternative minimum Taxes); (vii) (x) create, incur, assume or guarantee any Indebtedness, in respect of which any Purchased Entity would be an obligor or which would constitute an Assumed Liability, other than (A) short-term Indebtedness less than $2,000,000 in principal amount in the aggregate, (B) Indebtedness, including ordinary interest accruals, incurred in the ordinary course of business under existing credit facilities that is incurred or committed to be incurred prior to the Effective Time in the ordinary course of business, (C) Indebtedness in respect of draws or claims under letters of credit, performance or surety bonds, bankers’ acceptances and similar facilities or (y) make any loans, investments or advances to any other Person, other than (A) routine advances of business expenses to employees and (B) extensions of credit to customers, in each case of subclauses (A) and (B) of this clause (y), in the ordinary course of business; (viii) except (x) as required by collective bargaining or other labor, works council or other similar agreements with such employees as in effect on the Agreement Date or (y) as required by applicable Law from time to time in effect or by the IDP Sellers terms of any Seller Benefit Plan or New Benefit Plan, as in writing effect on the Agreement Date: (which consent will not be unreasonably withheldA) grant any increase in compensation or any material enhancement in benefits (including, in each case, with respect to cash or equity incentives, except as permitted by Section 6.1(a)(xvii) for equity incentives), other than in connection with (1) promotions in the ordinary course of business (including the ordinary activities related to the Operational Separation) where the increase or enhancement is commensurate with the promotion as compared to Seller’s other similarly situated employees in such jurisdiction for such position, (2) annual length-of-service raises for employees in the ordinary course of the business (and for employees in each applicable jurisdiction in amounts not greater than the salary and wage increases provided for Seller’s other similarly situated employees in such jurisdiction) or (3) increases or enhancements not to exceed both (x) $100,000 per employee and (y) $2,000,000 for all Business Employees in the aggregate; (B) grant any new (or enhance any existing) retention, severance or termination pay to any Business Employee other than (1) in connection with promotions in the ordinary course of business where the grant or enhancement is commensurate with the promotion as compared to Seller’s other similarly situated employees in such jurisdiction for such position, or (2) not to exceed both (x) $100,000 per employee and (y) $2,000,000 for all Business Employees in the aggregate; or (C) enter into, assume, adopt, terminate or amend any employment, compensation, equity (other than as permitted by Section 6.1(a)(xvii) for equity incentives), indemnification, severance, retention or termination agreement or Contract with any Business Employee or any employee benefit plan, program or arrangement benefitting any Business Employee (including any Seller Benefit Plan and including by transfer of any Seller Benefit Plan from any Affiliate of Seller to a Purchased Entity), other than (1) entry into routine employment or offer letter Contracts for newly employed individuals on the same standard form used in the jurisdiction in question, (2) entry into indemnification agreements for newly appointed directors and officers (or equivalents) on the same standard form used in the jurisdiction in question, or (3) termination of any agreement or Contract in connection with a termination of employment; (ix) enter into or amend any collective bargaining agreement, labor agreement, works council agreement or the equivalent in any applicable jurisdiction with respect to the Business Employees except (x) as required by collective bargaining, labor or other works council agreements with such employees as in effect on the Agreement Date, or (y) as required by applicable Law from time to time in effect; (x) enter into any Contract providing for the grant of exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar pre-emptive rights and/or terms to any Person related to the Business or the Purchased Assets; (xi) amend, permit to lapse or fail to continue in full force and effect without material modification any existing policies or binders of insurance, in each case, in a manner disproportionately adverse to the Business or assets of the type that would be Purchased Assets in any material respect as compared to Seller’s other businesses or assets; (xii) (x) waive, release or assign any material rights or claims, or settle or compromise any Proceeding, unless (A) such settlement or other action is not reasonably likely to impose material future restrictions or requirements on the Business or any Purchased Entity or any of their respective assets or properties and (B) all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the Closing, (y) enter into any consent decree or settlement agreement with any Governmental Authority or (z) cancel any third party Indebtedness owed to the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take Business or not permit to be taken or do or knowingly suffer to be done anything any Purchased Entity other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaserbusiness; (iixiii) Continue its existing (x) commit to make any material capital expenditures or material research and development expenditures other than (A) in the ordinary course of business and reasonably necessary for the continued operation of the Business or (B) contemplated in the Business’s current budget or financial forecast attached as Schedule 6.1(a)(xiii) of the Disclosure Letter, or (y) delay or fail to make material capital expenditures or research and development expenditures in accordance with the Business’s budget or financial forecast attached as Schedule 6.1(a)(xiii) of the Disclosure Letter, except in the ordinary course of business; (xiv) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or material portion of the assets of, any business or Person or division thereof; (xv) (x) write-off as uncollectible any notes or accounts receivable of the Business, except write-offs in the ordinary course of business and any write-off of such notes and accounts receivable that are reserved for in a manner materially consistent with the GAAP applied in a manner consistent with the principles, policies and methodologies used in the preparation of the Audited Financial Statements or (y) delay collection of accounts receivable in violation of the Retained Contracts Agreement; (xvi) except as is required by applicable Law or by GAAP, make any material change in the Business’ methods, principles and practices relating of accounting; (xvii) issue, sell, grant or commit to issue, sell or grant any interest, equity security or other security that will be an Unvested RSU to (x) any individual who becomes a Business Employee prior to the maintenance Closing in accordance with this Section 6.1, other than equity or equity-based award grants to newly hired employees in the ordinary course of assets used business and consistent with new hire grants for similarly situated employees of Seller’s other businesses at the same employment level or (y) any Business Employee as of the Agreement Date, other than in its businessconnection with the promotion of such Business Employee to vice president or higher position (consistent with promotion grants for similarly situated employees at the same title); andprovided, that, the aggregate grant date value of all grants permitted by the preceding clause (y) shall not exceed $2,000,000 (determined based on the average closing price of the common stock of Seller on the NASDAQ for the 20-trading day period ending on the date prior to such grants, multiplied by the number of shares subject to such award); (iiixviii) Not amend except any hire of any individual made in the ordinary course of business in accordance with ordinary course hiring practices to fill a vacancy (on a one-to-one basis) arising due to cessation of employment of a Business Employee following the date of this Agreement (with such new hire to have a substantially comparable role and terms and conditions of employment as such former employee): (A) hire any individual that would be treated or characterized as a Business Employee with an annual base salary in excess of $300,000 other than to fill the vacant positions set forth on Schedule 6.1(a)(xviii) of the Disclosure Letter; and/or (B) hire more than the Applicable Net New Hire Number in the aggregate that would be treated or characterized as Business Employees (regardless of base salary); (xix) except as would, individually and in the aggregate, be de minimis to the Business, (x) transfer or make provision for the transfer of the employment of any employee into the Business who, prior to such action, is not characterized as a Business Employee or otherwise provide for such employee to become characterized as a Business Employee (including changing the status of any employee of Seller or its governing documentsSubsidiaries to that of a “Business Employee”), except transfers in order to fill a vacant position which arises as a result of the cessation of employment of a Business Employee on a one-to-one basis following the date of this Agreement, or (y) transfer or make provision for the transfer of the employment of any change in its capital stock oremployee out of the Business who, prior to such action, is characterized as a Business Employee or otherwise provide for any such employee to cease to be characterized as a Business Employee, except pursuant for terminations for Cause or resignations by any such employees; (xx) except in the ordinary course of business or as is not material to the Purchaser's Business, enter into any Contract with any Purchased Entity’s executive officer or director who is a Business Employee; (xxi) except in the ordinary course of business, (x) enter into any Contract that if in effect on the Agreement Date would be an Assigned Material Contract, (y) amend in any material respect, renew or waive any material provision of any existing Employee Stock Option PlanAssigned Material Contract (other than automatic renewals in accordance with the terms of such Assigned Material Contract), grant or (z) rescind or terminate any option, warrant or other right to existing Assigned Material Contract (provided that expirations of Contracts in accordance with their terms shall not be deemed a termination); (xxii) (x) purchase or acquire any real property that is primarily related to convert the Business, or transfer, convey, sell or dispose of any obligation into shares Business Real Property or any After-Acquired Business Real Property or (y) except in the ordinary course of capital stock.business, (A) enter into

Operation of the Business. (a) Except as contemplated herein expressly provided in this Agreement or the other Transaction Documents or as otherwise consented disclosed in Schedule 6.1 of the Sphinx Disclosure Letter or as may be necessary to by comply with applicable Laws or consummate the Purchaser in writing Sphinx Pre-Closing Restructuring, from the Agreement Date until the Closing, without the prior written approval of Arion (which consent will approval shall not be unreasonably withheldwithheld or delayed), prior (x) Sphinx shall, and Sphinx shall cause its Subsidiaries to, continue to operate and conduct the Closing, Business and the Sellers will cause IDP and PRIMO to: (i) Use reasonable efforts to keep the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than Purchased Entities in the ordinary course of business as and (y) Sphinx shall not, and Sphinx shall cause its Subsidiaries not to, take any of the same is presently being conductedfollowing actions with respect to the Purchased Entities, Purchased Shares, the Purchased Assets, the Assumed Liabilities or the Business (provided that any obligations of Sphinx and its Subsidiaries pursuant to maintain this Section 6.1 to take or cause to be taken any action with respect to the goodwill Purchased Minority Interests shall be applicable only to the extent of Sphinx’s or its Subsidiary’s control of such Purchased Minority Interests and reputation associated shall be subject to any fiduciary obligations of Sphinx or its Subsidiaries with their businessrespect to such Purchased Minority Interests): (i) amend or modify the Organizational Documents of any Purchased Entity; (ii) Continue their existing practices relating transfer, sell, lease, license or otherwise convey or dispose of, abandon or allow to lapse (other than at the expiration by its non-extendable and non-renewable term), or subject to any Lien (other than Sphinx Permitted Liens), (x) any of the Purchased Shares or (y) any of the Purchased Assets (or assets or property which would have been Purchased Assets, but for such transfer or disposition), in each case, individually or in the aggregate, material to the maintenance Business, in each case other than (A) sales or non-exclusive licenses of assets used Products and Intellectual Property Rights to customers or other business partners in their the ordinary course of business, (B) sales or dispositions of obsolete or inoperable Purchased Assets or (C) other than with respect to Intellectual Property Rights, any transfer, sale, lease, license or other transfers, sales, leases, licenses, conveyances and dispositions made in the ordinary course of business; (iii) Not (A) change, modify or issue any capital stock or other equity interests or securities convertible into or exchangeable or exercisable for, or subscriptions, rights or options with respect to, or warrants to purchase, sellor other similar agreements or commitments relating to, lease the capital stock or dispose ofother equity interests of any Purchased Entity or authorize any of the foregoing or (B) issue any capital stock, equity interests, options, warrants or make other form of incentive equity of Sphinx or its Affiliates to any contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets Business Employee (other than issuances described on Schedule 6.1(a)(iii) of the Sphinx Disclosure Letter made in the ordinary course of their businessbusiness in connection with new hires and promotions permitted under this Section 6.1(a)); (iv) Except (x) with respect to any Purchased Entity, declare, set aside, or pay any dividend or other distribution other than to the extent required by law paid in full in cash prior to the Effective Time or specifically provided for elsewhere herein (y) redeem, purchase or on Schedule 4.4(d) hereto, not increase the rates of compensation otherwise acquire any outstanding shares of any employee except capital stock or other equity interest of any Purchased Entity (or any Person which, upon such purchase, would become a Purchased Entity as of the Closing Date), other than to the extent paid for normal salary increases in full in cash prior to the Effective Time, in each case only so long as such action does not or would not result in a Tax Liability that is or would reasonably be expected to be an Assumed Liability; (v) with respect to any Purchased Entity, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law; (vi) with respect to any Purchased Entity, (x) make or change any Tax election, change any annual Tax accounting period, or adopt or change any method of accounting with respect to Taxes or (y) file any materially amended Tax Return, enter into any written agreement with any Taxing Authority relating to Taxes, fail to pay any material Tax that becomes due and payable (including any estimated tax payments), settle or compromise any material Tax claim or assessment, surrender any material right to claim a Tax refund, relief or credit or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment; (vii) (x) create, incur, assume or guarantee any Indebtedness, in respect of which any Purchased Entity would be an obligor following the Closing or which would constitute an Assumed Liability, other than (A) short-term Indebtedness in the ordinary course of business less than $1,000,000 in principal amount in the aggregate or (B) Indebtedness in respect of draws or claims under letters of credit, performance or surety bonds, bankers’ acceptances and similar facilities in the ordinary course of business consistent with past practice; andpractices in an amount not to exceed $250,000 individually or $1,000,000 in the aggregate or (y) make any loans, investments or advances to any other Person, other than (A) routine advances of business expenses to employees and (B) extensions of credit to customers, in each case of subclauses (A) and (B) of this clause (y), in the ordinary course of business; (vviii) Not amend their governing documents (x) grant any material increase in the compensation or make benefits arrangements of a Business Employee or under any change in their capital stock Sphinx Benefit Plan or grant any optionnew retention, warrant severance or termination pay to any Business Employee or (y) enter into or amend any employment, consulting, indemnification, severance, retention or termination agreement with any Business Employee, in each case, other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld)than, prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as (including with respect to promotions and annual length-of-service raises) with respect to Business Employees below the same is presently being conductedlevel of Director, and to maintain the goodwill and reputation associated or in connection with the business employment by, or transition to, an Employing Entity of any Purchased Entity Employees (without any materially increased cost), (A) as reflected in the budget or financial forecast provided to Arion prior to the Agreement Date, (B) as required by any collective bargaining or other labor, works council or other similar agreements in effect on the Agreement Date or (C) as required by applicable Law from time to time in effect or by the terms of any employee benefit plan, program or arrangement sponsored by Sphinx or one of its Subsidiaries as in effect on the Agreement Date and in the form provided to Arion prior to the Agreement Date; or (z) adopt or establish any new Sphinx Benefit Plan (other than ordinary course renewals and/or changes required by the existing terms of such Sphinx Benefit Plan listed on Schedule 4.12(a) of the PurchaserSphinx Disclosure Letter) or terminate or amend any existing Sphinx Benefit Plan (other than ordinary course terminations for which Sphinx has adopted or established a corresponding similar replacement Sphinx Benefit Plan and/or amendments required by such Sphinx Benefit Plan and terminations and/or amendments to reflect required changes in Law and plan administration), or accelerate the time of payment, vesting or funding of any compensation or benefits under any Sphinx Benefit Plan (including any plan or arrangement that would be a Sphinx Benefit Plan if it was in effect on the date hereof) or otherwise (other than as required by the existing terms of such Sphinx Benefit Plan listed on Schedule 4.12(a) of the Sphinx Disclosure Letter or applicable Law); (ix) enter into or amend any collective bargaining agreement, labor agreement or works council agreement or the equivalent in any applicable jurisdiction with respect to the Business Employees except (x) as required by collective bargaining, labor or other works council agreements with such employees as in effect on the Agreement Date and disclosed in writing to Arion or (y) as required by applicable Law from time to time in effect; (x) recognize or certify any labor union, labor organization, works council or group of employees as the bargaining representative for any Business Employees, except as required by applicable Law from time to time in effect; (xi) enter into any Contract providing for the grant of exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar pre-emptive rights and/or terms to any Person related to the Business or the Purchased Assets; (xii) (x) settle or compromise any Proceeding involving amounts in excess of $3,000,000 or equitable relief or criminal penalties, unless all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the Closing, (y) enter into any consent decree or settlement agreement with any Governmental Authority or (z) cancel any third-party Indebtedness owed to the Business or any Purchased Entity; (xiii) make any material capital expenditures or material research and development expenditures other than (A) in the ordinary course of business and reasonably necessary for the continued operation of the Business or (B) in amounts not material and not in excess of the amounts contemplated in the Business’s current budget or financial forecast attached as Schedule 6.1(a)(xiii) of the Sphinx Disclosure Letter. (xiv) with respect to the Business or the Purchased Entities, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or material portion of the assets of, any business or Person or division thereof; (xv) except as is required by applicable Law or by GAAP, make any material change in the Business’ methods, principles and practices of accounting; (xvi) except for any hire of an individual made in the ordinary course of business in accordance with ordinary course hiring practices to fill a vacancy arising due to cessation of employment of a Business Employee following the Agreement Date (with such new hire to have a substantially comparable role and terms and conditions of employment as such former employee), hire any individual who would be treated or characterized as a Business Employee with annual compensation (consisting of annual base salary and target cash bonus or commissions) in excess of $250,000, other than to fill the positions set forth on Schedule 6.1(a)(xvi) of the Sphinx Disclosure Letter consistent with the general employment terms set forth therein (the “Sphinx Open Positions”); (xvii) implement any employee layoffs related to Business Employees that may implicate the WARN Act; (xviii) (A) transfer or make provision for the transfer of the employment of any employee into the Business who, prior to such action, is not characterized as a Business Employee or otherwise provide for such employee to become characterized as a Business Employee (including changing the status of any employee of Sphinx or its Subsidiaries to that of a “Business Employee”), except transfers in order to fill (x) a Sphinx Open Position or (y) a position which arises as a result of the cessation of employment of a Business Employee following the Agreement Date or (B) transfer or make provision for the transfer of the employment of any employee out of the Business who, prior to such action, is characterized as a Business Employee or otherwise provide for any such employee to cease to be characterized as a Business Employee, except for terminations for “cause”; (xix) except in the ordinary course of business, (x) enter into any Contract that if in effect on the Agreement Date would be a Material Assigned Contract or (y) amend in any material respect, renew or waive any material provision of any existing Material Assigned Contract (other than automatic renewals in accordance with the terms of such Material Assigned Contract); (xx) (x) purchase or acquire any real property that is primarily related to the Business, or transfer, convey, sell or dispose of any Business Real Property or any After-Acquired Business Real Property or (y) except in the ordinary course of business, (A) enter into any Contract for the lease of any real property that is primarily related to the Business (other than Real Property Leases and Sublease Agreements in respect of Business Real Property in accordance with this Agreement), (B) amend in any material respect, renew or waive any material provision of any Real Property Lease (other than automatic renewals in accordance with the terms of such lease or renewals on forms no less favorable in all material respects in the aggregate to Sphinx or its Subsidiaries) or (C) rescind, allow to expire or terminate any Real Property Lease; or (xxi) enter into any agreement to do any of the foregoing. (b) If Sphinx or any of its Subsidiaries desires to take an action which would be prohibited pursuant to the foregoing clauses (i)-(xxi) without the written consent of Arion, prior to taking such action, Sphinx may request such written consent by sending an electronic mail or facsimile to the representative of Arion listed on Schedule 6.1(b) of the Sphinx Disclosure Letter and Arion may deliver to Sphinx its written consent (to the extent granted) via electronic mail or facsimile. (c) Nothing contained in this Agreement shall give Arion, directly or indirectly, the right to control or direct the operations of the Business or the Purchased Entities and prior to the Closing, Sphinx and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations. (d) Notwithstanding any provision herein to the contrary, but subject to Section 6.19, prior to the Effective Time, without the consent of Arion, each of Sphinx and its Subsidiaries will, in compliance with applicable Law, be permitted to (i) declare and pay dividends and distributions of, or otherwise transfer or advance, (A) to Sphinx or any Subsidiary thereof (other than by intercompany loan or advance or other transactions that result in the creation of an intercompany receivable of Sphinx or any of its Subsidiaries (other than the Purchased Entities) that is payable by a Purchased Entity that would remain outstanding following the Closing), (I) any Excluded Assets (including in connection with any “cash sweep” or cash management practices), (II) any other assets which are not Purchased Assets, so long as such action does not result in a liability that would reasonably be expected to be an Assumed Liability and (III) any Sphinx books and records that are not also Business Records that will be solely owned by Arion pursuant to Appendix A, or (B) to any Purchased Entity (other than by intercompany loan or advance or other transaction that results in the creation of an intercompany receivable of Sphinx or any of its Subsidiaries (other than the Purchased Entities) that is payable by a Purchased Entity that would remain outstanding following the Closing or would otherwise be transferred to Arion or any of its Subsidiaries), (I) any Purchased Assets, (II) any Purchased Shares or (III) any Business Records, (ii) Continue its existing practices relating make any payments under, or repay (in part or in full), any Indebtedness prior to the maintenance of assets used in its business; and Effective Time, (iii) Not amend its governing documentsexecute, or make any change in its capital stock ordeliver and perform obligations expressly required under this Agreement, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or Local Transfer Agreements and the other right to purchase or to convert any obligation into shares of capital stockClosing Transfer Documents and (iv) consummate the Sphinx Pre-Closing Restructuring.

Operation of the Business. From the date of this Agreement until the Closing, except (ax) Except as contemplated herein by this Agreement or as otherwise consented to required by applicable Law, (y) with the written consent of Purchaser in writing (which consent will shall not be unreasonably withheld), prior to the Closing, the Sellers will cause IDP and PRIMO toconditioned or delayed) or (z) as set forth in Schedule 5.1: (ia) Use each Seller shall use commercially reasonable efforts to keep (i) conduct the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than Programs in the ordinary course of business consistent with past practices; (ii) preserve intact its material assets, properties, Contracts, and licenses and business organization relating to the Programs, Products and Transferred Assets and to preserve satisfactory business relationships with licensors, licensees, lessors, vendors, Governmental Entities and others having material business dealings relating to the Programs, Products or the Transferred Assets; (iii) maintain insurance covering the Programs, Products and Transferred Assets reasonably comparable to that in effect on the date hereof; (iv) maintain its records in accordance with past practice; (v) preserve and maintain in effect all Permits necessary to operate the Programs as currently conducted or for the ownership and use of the Transferred Assets; (vi) maintain the assets included in the Transferred Assets in the same is presently being conductedcondition as they were on the date of this Agreement; (vii) pay the debts, Taxes and other Liabilities relating to maintain the goodwill Programs, the Products and reputation associated the Transferred Assets when due; and (viii) comply with their businessall Law and Contracts applicable to the Programs, the Products and the Transferred Assets and the Assumed Liabilities, including timely performing in all respects the obligations under each such Contract (provided, however, that no action by either Seller with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this Section 5.1(a) unless such action would constitute a breach of such other provision); and (b) each Seller shall not: (i) amend or otherwise change (including by merger, consolidation, conversion or otherwise) its Charter Documents to the extent such amendment or change would prevent, impede or delay the consummation of the Contemplated Transactions by this Agreement or otherwise have a Material Adverse Effect; (ii) Continue their existing practices relating sell, assign, transfer, lease, license, pledge, dispose of, permit to lapse or otherwise encumber any of the maintenance of assets used in their businessTransferred Assets or any rights thereto; (iii) Not purchase(A) enter into any new Contract that would constitute a Material Contract if entered into prior to the date hereof, sellor terminate, lease modify, waive, renew, allow to expire or dispose amend any Material Contract or (B) terminate, modify, waive, renew, allow to expire or amend any Transferred Contract; (iv) enter into any new Contract (A) that would reasonably be expected to have a Material Adverse Effect, (B) under which any Seller agrees to develop or create any technology, products or services for or related to the Programs or establishes with any Third Party a joint venture, strategic relationship or partnership to develop or create any technology, products or services for or related to the Programs; or (C) pursuant to which any Person (other than Purchaser and its Affiliates) is granted, or that otherwise subjects any Seller, Purchaser or any of Purchaser’s Affiliates to, (1) any covenants or provisions restricting competition or prohibiting any of them from freely operating the Programs or otherwise restricting the conduct of the Programs or use of the Transferred Assets in any market, geographic area or other jurisdiction, (2) any “most favored nation” or “best pricing” terms or any type of exclusivity, special discount, right of first refusal, first notice or first negotiation with respect to any of the Transferred Assets or technology, products or services for or related to the Programs or (3) any license, sublicense, covenant not to sue, immunity or other right with respect to or under any of the Intellectual Property or technology included in the Transferred Assets or primarily used or held for use in connection with the Programs; (v) institute or permit any material change in the operation of the Programs (except for such operations conducted by or on behalf of Purchaser); (vi) make any material change in its methods of accounting or accounting principles or practices used in connection with the Programs, including with respect to reserves; (vii) commence, negotiate, settle, pay, discharge or satisfy any Legal Proceeding relating to, or which may impact, the Programs or any of the Transferred Assets or the Assumed Liabilities; (viii) to the extent related to the Programs, the Transferred Assets or the Assumed Liabilities, settle or compromise any Legal Proceeding in respect of a material amount or type of Tax; make, change or revoke any Tax election; change, in any material respect, any method of accounting for Tax purposes; settle or compromise any Legal Proceeding in respect of a material amount or type of Tax; enter into any Contract in respect of a material amount or type of Tax with any Governmental Entity; or amend any Tax Return that would result in any material increase in the Liability for Taxes of Purchaser, its Affiliates or the Sellers; (ix) acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or make by any contract for the purchase, sale, lease or disposition of, or subject to Lienother manner, any assets business or any corporation, partnership, association or other business organization, in each case if such transaction would reasonably be expected to have a material adverse effect on the Programs or any of the Transferred Assets or the Assumed Liabilities; (x) become liable for any guarantee with respect to the Programs, Products or Transferred Assets or incur any material Liabilities involving the Programs other than (A) in the ordinary course of their businessbusiness consistent with past practice in amounts and of a type consistent with recent historical experience or (B) the monetary value of which with respect to any individual matter (or group or series of related matters) does not exceed $100,000; (ivxi) Except terminate or close any facility or operation used in the operation of the Programs; (xii) cancel, compromise, waive or release any material right or claim related to the extent required by law Programs, Products, Transferred Assets or specifically provided for elsewhere the Assumed Liabilities; (xiii) take any steps to or otherwise (A) opt-in any Patent Rights within Transferred IP or, or (B) apply to convert to any Patent Rights within Transferred IP to a Unitary Patent, in each of (A) or (B), without Purchaser’s prior written consent; or (xiv) agree to do any of the foregoing; provided, however, that nothing contained herein shall give to Purchaser, directly or on Schedule 4.4(d) heretoindirectly, not increase the rates right to control or direct the operations of compensation the Sellers prior to the Closing Date or restrict the right of any employee except for normal salary increases the Sellers to dispose of the Excluded Assets. Prior to the Closing Date, the Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their operations and the Programs in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any option. For the avoidance of doubt, warrant or other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will foregoing two sentences shall not be unreasonably withheld), prior deemed to limit Purchaser’s rights under the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue its existing practices relating to the maintenance of assets used in its business; and (iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stockCollaboration Agreement.

Operation of the Business. (a) Except Seller will conduct the operations of the Business in the ordinary course of business as contemplated herein or conducted as otherwise consented to by of the Purchaser in writing (which consent will not be unreasonably withheld)date hereof, prior except for activities related to the ClosingAcquisition. In addition, the Sellers will cause IDP and PRIMO toexcept as may be required by regulatory authorities or by this Agreement, with prior consent of Buyer, or except as previously disclosed, Seller shall: (i) Use comply in all material respects with all applicable Legal Requirements relating to the operation of the Business; (ii) retain all necessary business permits, licenses, registrations and authorizations relating to the Business; (iii) use commercially reasonable efforts to keep preserve for Buyer the goodwill of its customers and others doing business of IDP and of PRIMO intact and with the Business; (iv) not take amend, modify, renew or knowingly permit to be taken or do or knowingly suffer to be done anything cancel, any Assumed Contract, other than in the ordinary course of business or as required to consummate the same is presently being conducted, to maintain the goodwill and reputation associated with their businessAcquisition; (iiv) Continue their existing practices not sell, pledge, transfer, dispose of, encumber (other than Permitted Encumbrances), lease or license any Acquired Assets; (vi) not release, compromise or waive any material claim or material right that is part of the Acquired Assets; (vii) not settle or compromise any litigation or investigation if such settlement or litigation would impose any material obligation or liability on the Acquired Assets or Buyer; (viii) not make, change, revoke or modify any material Tax election, file any material amended Tax Return, surrender any right to claim a material Tax refund, consent to any extension or waiver of the limitations period applicable to any Tax Return, settle or compromise any material Tax liability or file any Tax Return relating to the maintenance Business or the Acquired Assets on a basis inconsistent with past practice (unless otherwise required by applicable Law), in each case to the extent in respect of assets used in their businessthe Business or the Acquired Assets; (iiiix) Not purchasenot terminate the employment or services of any Acquired Employee, sell, lease or dispose ofexcept for cause, or make hire any contract new employee of the Business; (x) not increase or agree to increase the salary or wage rate and incentive opportunity of any Acquired Employee; (xi) not establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions or other compensation or benefits for the purchaseAcquired Employees, salein each case, lease that would individually or disposition ofin the aggregate result in any increase in liability for Buyer other than a de minimis increase, except as required by applicable Law or subject the terms of any such plan, agreement or arrangement in existence on the date hereof and disclosed in writing to LienBuyer or its counsel; and (xii) use commercially reasonable efforts to (A) preserve the Business operations as conducted by the Seller through Primis Life Lending; (B) cooperate with and assist Buyer in assuring the orderly transition of the Business (other than the Excluded Assets or Excluded Liabilities), the Loans to Buyer from Seller (including (i) maintaining any assets blocks or freezes on deposit accounts at Seller that serve as collateral for any Loans and (ii) providing reasonable cooperation with respect to Buyer putting in place customary collateral documentation in favor of Buyer with respect to such accounts by the Second Closing, in each case as permitted by applicable law); and (C) maintain Seller’s normal and customary practices and procedures regarding loan pricing, underwriting and recognition of charge-offs in a manner consistent with past practice with respect to the Loans of the Business. (b) Notwithstanding the foregoing, except as may be required by regulatory authorities or by this Agreement, Seller shall not, without the prior consent of Buyer or: (i) transfer to Seller’s other facilities any of the Acquired Assets other than in the ordinary course of their business; (iv) Except to the extent required by law ; or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue its existing practices relating to the maintenance transfer, assign, encumber or otherwise dispose of assets used in its business; and (iii) Not amend its governing documentsor enter into any contract, agreement or understanding, or make negotiate with any change in its capital stock orparty with respect to entering into a contract, except agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Acquired Assets or pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stockthis Agreement.

Operation of the Business. (a) Except in connection with or as a result of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by the Purchaser Parent (on behalf of itself and Purchaser) in writing (which consent will not be unreasonably withheld)writing, prior to the Closing, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their businessthe Business; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict the Company from (i) paying or prepaying any indebtedness for borrowed money or any intercompany obligation, (ii) paying any cash dividend or other distribution of cash or cash equivalent items, or (iii) repurchasing for cash any capital stock; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets delivered to Purchaser; (iiic) Authorize and approve the capital expenditures to be made by the Company described on Schedule 3.5(c); (d) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ive) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract listed on Schedule 2.1.14; (f) Not enter into, amend, modify or cancel any Contract listed or required to be listed on Schedule 2.1.14, except for normal salary increases in the ordinary course of business consistent with past practice; and; (vg) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (iih) Continue its existing practices relating to the maintenance of assets used in its business; andNot enter into any joint venture, partnership or similar arrangement; (iiii) Not amend its governing documentsCertificate of Incorporation or By- Laws; (j) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or make dispose of or disclose to any change in its capital stock person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); or (k) Not enter into a Contract to do any of the foregoing (other than as may be required by Sections 3.5(a), except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant (b) or other right to purchase or to convert any obligation into shares of capital stock(c)).

Operation of the Business. (a) Except in connection with or as a result of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by Purchaser or requested by Purchaser or any of its Affiliates, from the Purchaser in writing (which consent will not be unreasonably withheld), prior date hereof to the ClosingClosing Date, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their the Business; without limiting the generality or effect of the foregoing, (i) in all events Seller will take all actions so that, as of immediately prior to the Closing, the total accounts payable and accrued liabilities (other than any liabilities under the Canadian Pension Plan) included in the C&A Imperial Canada Assumed Liabilities total not more than $5.0 million and (ii) not effect any transaction between Imperial Canada or C&A Canada, on the one hand, and any of the Purchased Imperial Companies, on the other hand, except in the ordinary course of business; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets previously delivered to Purchaser (and Imperial hereby agrees to continue to make capital expenditures only substantially in accordance with budgets previously delivered to Purchaser unless each other party otherwise consents); (iiic) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ivd) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract in effect on the date of this Agreement (Seller representing that, to the Knowledge of Seller, no Contract providing for such adoption, amendment or increase is in effect other than collective bargaining agreements the terms of which have been previously disclosed to Purchaser); (e) Not enter into, amend, modify or cancel any material Contract except for normal salary increases in the ordinary course of business consistent with past practice; and; (vf) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (g) Not enter into any joint venture, partnership or similar arrangement; (h) Not amend its Certificate of Incorporation or ByLaws; (i) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or dispose of or disclose to any person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); (j) Not make any change in the accounting methods, principles or practices of the Business, except as required by GAAP; (k) Not sell or factor any account receivable of the Business or otherwise participate in any accounts receivable facility other than to accept payments made by account debtors to the Company at an existing lock-box of the Company (which lock-box arrangement will be terminated as promptly as practicable); (l) With respect to the Pension Plan for Salaried Employees of Imperial Wallcoverings (Canada), Inc.(the "Canadian Pension Plan"), (1) not withdraw any assets from the Canadian Pension Plan other than to pay benefits in accordance with its existing terms, (2) not make any amendment to the Canadian Pension Plan and (3) other than as may be required by Law, make any change to the actuarial assumptions used in determining the actuarial present value of the liabilities of the Canadian Pension Plan; (m) Not fail to pay when due any amount owed to a third party, including without limitation, any Taxes, in accordance with the applicable payment terms; (n) Not prepay any obligation of the Company other than (i) in the ordinary course of business consistent with past practice or (ii) Continue its existing practices relating to the maintenance of assets used in its businessIndebtedness; and (iiio) Not amend its governing documents, enter into a Contract to do any of the foregoing (other than as may be required by Section 3.5(a) or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock3.5(b).

Operation of the Business. From the date hereof until the Closing, except as (i) permitted or contemplated by this Agreement, (ii) requested by Buyer or consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned or delayed), (iii) set forth on Schedule 5.1 or (iv) required by applicable Law: (a) Except as contemplated herein or as otherwise consented to by the Purchaser in writing (which consent will not be unreasonably withheld), prior to the Closing, the Sellers will cause IDP and PRIMO toSeller shall: (i) Use operate the Business in all material respects in the ordinary course of business; applicable Laws; and (ii) conduct the Business in all material respects in accordance with (iii) use its commercially reasonable efforts to keep preserve and maintain in all material respects the business goodwill of IDP the Business and the relationships with customers of PRIMO intact the Business; (iv) to the extent Seller receives any payments or other revenues attributable to any of the Purchased Assets for any periods from and not take after the Economic Effective Date, Seller will hold such payments or knowingly permit other revenues for the exclusive benefit of Buyer and shall promptly deliver such payments or other revenues to be taken Buyer; (v) to the extent Seller any pipeline or do transporter has issued a prior period adjustment applicable to the Customer meters included in the Purchased Assets for any period of time after the Economic Effective Date, which results in either a physical or knowingly suffer monetary credit between Seller and the pipeline or transporter, then Seller shall use commercially reasonable efforts to be done anything resolve the imbalance in accordance with all applicable tariffs and pipeline statements such that Buyer receives the economic benefit of such prior period adjustment; and (b) Seller shall not: (i) sell, assign, license, lease, transfer, abandon or create any Lien (other than any Permitted Lien) on, or otherwise dispose of, any of the Purchased Assets, other than such sales, assignments, licenses, leases, transfers, abandonments, Liens or other dispositions that are in the ordinary course of business and are not material to the Business, taken as the same is presently being conducted, to maintain the goodwill and reputation associated with their businessa whole; (ii) Continue their existing practices relating to the maintenance of assets used in their business; (iii) Not purchase, sell, lease or dispose of, or make enter into any contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets Contract that would constitute a Material Contract other than in the ordinary course of their business; (ivA) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases in the ordinary course of business (including renewals consistent with past practice; and the terms thereof) with a term of less than twenty-four (v24) Not amend their governing documents months unless Buyer provides written consent to such Contract, (B) those Contracts that can be cancelled by Seller without cause (and without penalty) on less than ninety (90) days’ notice or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock (bC) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will those Contracts that do not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaserconstitute Assigned Contracts; (ii) Continue its existing practices relating to the maintenance of assets used in its business; and (iii) Not amend its governing documentsin respect of the Business, materially change the methods, principles or make any change in its capital stock orpractices of financial accounting or annual accounting period, except pursuant as required by GAAP or by any Governmental Authority; or (iv) agree, resolve or commit to do any of the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stockforegoing.

Operation of the Business. (a) Except as contemplated herein or as otherwise consented Subject to any restrictions and obligations imposed by the Purchaser in writing (which consent will not be unreasonably withheld), prior to the ClosingBankruptcy Court, the Sellers will not engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business between the date hereof and the Closing Date. The Sellers shall conduct the Business substantially in the manner conducted as of the date hereof and use commercially reasonable efforts to preserve intact the Transferred Assets. In particular, and without limiting the generality of the foregoing, between the date hereof and the Closing Date, each Seller shall, in respect of the Transferred Assets or the operation of the Business,: (a) not sell, transfer, encumber or otherwise dispose of any Transferred Assets or any interest therein, other than immaterial dispositions and Inventory sold or disposed of in the Ordinary Course of Business; (b) not terminate or modify the material terms of any of the Assumed Contracts or Assumed Liabilities; (c) not enter into any Contract that would cause IDP the representation and PRIMO to:warranty contained in Section 2.6(a) to be untrue had such Contract been entered into prior to the date hereof, other than any such Contract entered into in the Ordinary Course of Business; (d) not make any material change in its methods of accounting as in effect on the date of this Agreement; (e) report periodically to the Purchaser, as the Purchaser may reasonably request, concerning the status of the Business, the Transferred Assets and its operations and finances; (f) maintain security at any facilities where Transferred Assets are located reasonably sufficient to protect the Transferred Assets from material theft, loss or destruction; (g) with respect to the Transferred Assets, not enter into any transaction or make or enter into any contract or commitment or amend or terminate any material agreement or commitment which is not in the Ordinary Course of Business; (h) not, without the Bankruptcy Court approval and the Purchaser’s approval, voluntarily terminate or reject (whether pursuant to Section 365 of the Bankruptcy Code or otherwise) any Assumed Contract relating to the Business; (i) Use maintain the Books and Records in the usual, regular and ordinary manner and not destroy, alter or otherwise compromise the integrity of such Books and Records; (j) maintain compliance, in all material respects, with all Laws, rules and regulations of any Governmental Body that relate to the Business or the Transferred Assets (other than the reporting requirements of the Securities and Exchange Commission); (k) pay all debts and obligations (including all trade payables and dealer related liabilities) incurred by it in the Ordinary Course of the Business; (l) use commercially reasonable efforts to keep maintain the business organization of IDP the Business intact, including its material agents, employees, consultants and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their businessindependent contractors; (iim) Continue their existing practices relating to the maintenance of assets used in their business;not enter into any dealer agreements or floor plan arrangements; or (iiin) Not purchasenot dispose of any Transferred Real Property. provided, sellhowever, lease or dispose ofthat, or make notwithstanding the preceding, the Seller may take any contract for of such actions with the purchase, sale, lease or disposition of, or subject to Lien, any assets other than in prior written consent of the ordinary course of their business; (iv) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) heretoPurchaser, not increase to be unreasonably withheld (provided, that after the rates entry of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to Sale Approval Order by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the ClosingBankruptcy Court, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue may withhold its existing practices relating to the maintenance of assets used consent in its business; and (iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stocksole discretion).

Operation of the Business. (a) Except in connection with or as a result of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by Purchaser or requested by Purchaser or any of its Affiliates, from the Purchaser in writing (which consent will not be unreasonably withheld), prior date hereof to the ClosingClosing Date, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their the Business; without limiting the generality or effect of the foregoing, (i) in all events Seller will take all actions so that, as of immediately prior to the Closing, the total accounts payable and accrued liabilities (other than any liabilities under the Canadian Pension Plan) included in the C&A Imperial Canada Assumed Liabilities total not more than $5.0 million and (ii) not effect any transaction between Imperial Canada or C&A Canada, on the one hand, and any of the Purchased Imperial Companies, on the other hand, except in the ordinary course of business; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets previously delivered to Purchaser (and Imperial hereby agrees to continue to make capital expenditures only substantially in accordance with budgets previously delivered to Purchaser unless each other party otherwise consents); (iiic) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ivd) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract in effect on the date of this Agreement (Seller representing that, to the Knowledge of Seller, no Contract providing for such adoption, amendment or increase is in effect other than collective bargaining agreements the terms of which have been previously disclosed to Purchaser); (e) Not enter into, amend, modify or cancel any material Contract except for normal salary increases in the ordinary course of business consistent with past practice; and; (vf) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (g) Not enter into any joint venture, partnership or similar arrangement; (h) Not amend its Certificate of Incorporation or By-Laws; (i) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or dispose of or disclose to any person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); (j) Not make any change in the accounting methods, principles or practices of the Business, except as required by GAAP; (k) Not sell or factor any account receivable of the Business or otherwise participate in any accounts receivable facility other than to accept payments made by account debtors to the Company at an existing lock-box of the Company (which lock-box arrangement will be terminated as promptly as practicable); (l) With respect to the Pension Plan for Salaried Employees of Imperial Wallcoverings (Canada), Inc.(the "Canadian Pension Plan"), (1) not withdraw any assets from the Canadian Pension Plan other than to pay benefits in accordance with its existing terms, (2) not make any amendment to the Canadian Pension Plan and (3) other than as may be required by Law, make any change to the actuarial assumptions used in determining the actuarial present value of the liabilities of the Canadian Pension Plan; (m) Not fail to pay when due any amount owed to a third party, including without limitation, any Taxes, in accordance with the applicable payment terms; (n) Not prepay any obligation of the Company other than (i) in the ordinary course of business consistent with past practice or (ii) Continue its existing practices relating to the maintenance of assets used in its businessIndebtedness; and (iiio) Not amend its governing documents, enter into a Contract to do any of the foregoing (other than as may be required by Section 3.5(a) or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock3.5(b).

Operation of the Business. (a) Except in connection with or as a result ------------------------- of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by the Purchaser Parent (on behalf of itself and Purchaser) in writing (which consent will not be unreasonably withheld)writing, prior to the Closing, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their businessthe Business; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict the Company from (i) paying or prepaying any indebtedness for borrowed money or any intercompany obligation, (ii) paying any cash dividend or other distribution of cash or cash equivalent items, or (iii) repurchasing for cash any capital stock; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets delivered to Purchaser; (iiic) Authorize and approve the capital expenditures to be made by the Company described on Schedule 3.5(c); (d) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ive) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract listed on Schedule 2.1.14; (f) Not enter into, amend, modify or cancel any Contract listed or required to be listed on Schedule 2.1.14, except for normal salary increases in the ordinary course of business consistent with past practice; and; (vg) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (iih) Continue its existing practices relating to the maintenance of assets used in its business; andNot enter into any joint venture, partnership or similar arrangement; (iiii) Not amend its governing documentsCertificate of Incorporation or By-Laws; (j) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or make dispose of or disclose to any change in its capital stock person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); or (k) Not enter into a Contract to do any of the foregoing (other than as may be required by Sections 3.5(a), except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant (b) or other right to purchase or to convert any obligation into shares of capital stock(c)).