Common use of Required Consent Clause in Contracts

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on

Required Consent. In addition, without limiting the generality of Section 4.1(a4.2(a), except as permitted required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and except made available to Company or as provided in Article IV Section 4.2 of the Company Parent Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqCompany, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeTime of the First Merger, the Company Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, stock other than any such a cash management transaction by between Parent and a wholly-wholly owned Subsidiary of it that remains a wholly-it, or between wholly owned Subsidiary Subsidiaries of it after consummation of such transaction Parent in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, Parent Employee pursuant to stock option or purchase agreements Contracts in effect on the date hereof or entered into in the ordinary course of business after the date hereof; (iviii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Parent Common Stock upon the exercise of Company Parent Options, warrants or other rights of Parent or the Company settlement of Parent Restricted Stock Units existing on the date hereof in accordance with their present terms or granted pursuant to clauses clause (B) or (C) hereof, (B) grants of stock options or other stock based awards (including restricted stock and Parent Restricted Stock Units) of or to purchase Company acquire, shares of Parent Common Stock granted under the Parent Stock Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and on Standard Terms (as defined belowy) with respect to new Company employees under stock options, granted with an exercise price equal to the Company Stock Plans outstanding on the date hereof, and (C) grants fair market value of stock options to purchase Company Parent Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, provided that the total number of shares of Parent Common Stock issuable upon all such stock-based awards may not exceed 800,000 shares, (C) warrants to acquire not more than 1 million shares of Parent Common Stock that may be issued to prospective retailers, content providers or other strategic partners and one-forty-eighth (1/48D) on each monthly anniversary the Charter Amendment; (iv) Cause or permit any amendments to any of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to Parent Charter Documents except the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)Charter Amendment; (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in all or a portion of the assets of, or by any other manner, any business or any Person or division or product line thereof, or otherwise acquire or agree to acquire any assets which that, in each such case, are material, individually or in the aggregate, to the business of the Company Parent and its Subsidiaries, taken as a whole; (viivi) Enter into Sell, lease, exclusively license, encumber or otherwise convey or dispose of any binding agreementproperties or assets material to the business of Parent and its Subsidiaries, agreement taken as a whole, except (A) sales of inventory, products or equipment in principlethe ordinary course of business consistent with past practice or (B) the sale, letter lease or disposition of intent, memorandum of understanding excess or similar agreement with respect to any material joint venture, strategic partnership obsolete property or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, assets in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company Parent and its Subsidiaries, Subsidiaries taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ixvii) Make any loans, advances or capital contributions to, or investments in, to any other Person, other than: (A) loans or investments by it or a wholly-wholly owned Subsidiary of it to or in it or any wholly-wholly owned Subsidiary of it, or (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicespractice or (C) pursuant to clause (v) above; (xviii) Except as required by GAAPGAAP or the SEC, as concurred in by materially revalue any of its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheetassets; (xiix) Make or change any material Tax electionExcept as set forth in Section 4.2(b) to Parent Disclosure Schedule, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Paypay, discharge, settle or satisfy any material claims (including threatened or actual litigation or any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlementsettlement or satisfaction, solely for cash in amounts not exceeding $500,000 individually or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred $1 million in the ordinary course aggregate, net of business for goods and services any insurance proceeds received in connection with such payment, discharge, settlement or (z) otherwise satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayedpractice, or (By) waive the benefits ofdischarge, agree to modify in settlement or satisfaction of any manner materially adverse to the Company, terminate, release such litigation or dispute that does not involve any person from or knowingly fail to enforce any material confidentiality or similar agreement to which payment by Company or any of its Subsidiaries is a party or of which and does not impose any obligation on Company or any of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to Company and its Subsidiaries, taken as a beneficiarywhole); (xivx) Except as required by Legal Requirements Take any action to render inapplicable, or as required by to exempt any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company third Person (other than salary increases and bonusesCompany) from any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of capital stock; (xi) Transfer or license to any Person or otherwise extend, amend or modify in any material respect any rights to Parent IP, or enter into any Contracts or make other commitments to grant, transfer or license to any Person material future Parent IP rights, in each case, made other than non-exclusive licenses granted to customers, resellers and end users in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheldpractices; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxiixii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement Contract to maintain any financial statement condition of any other Person (other than any wholly-wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by in all cases to the Subsidiaries of indebtedness incurred by extent the Company) of up to amount thereof would exceed $15,000,000 at any time outstanding (10 million in the aggregate, other than (A) pursuant guarantees and letters of credit issued to (x) the Loan and Security Agreement, dated as suppliers of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments its Subsidiaries in excess of $250,000 outside of the ordinary course of business or make (B) in connection with the financing of ordinary course trade payables, in either case consistent with past practice; (xiii) Other than as expressly contemplated by this Agreement, appoint a new member of the board of directors of Parent; (xiv) Take any action that is intended or commit would reasonably be expected to make result in any capital expenditures of the conditions to the First Merger set forth in excess Article VI not being satisfied; (xv) Enter into any new line of $750,000 beyond those contained business material to Parent and its Subsidiaries, taken as a whole; (xvi) Fail to use commercially reasonable efforts to maintain in full force and effect insurance coverage substantially similar to insurance coverage maintained on the Company’s capital expenditure budget date hereof; or (xvii) Agree in effect onwriting to take any of the actions described in (i) through (xvi) above.

Required Consent. In addition, without limiting the generality of Section 4.1(a5.2(a), except as permitted by the terms of this Agreement, and except as provided in Article IV without the prior written consent of the Company Disclosure Letter Seller (which consent shall not be unreasonably withheld, conditioned or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its the Company Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business amend its charter documents (it being understood or other similar governing instrument) in a manner that this clause (i) shall not prohibit would reasonably be likely to adversely affect the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)Common Stock; (ii) Declaresolely in the case of the Company, pay or set aside a record date prior to the Effective Time relating to any extraordinary dividend or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) extraordinary distribution in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of businessCompany Common Stock; provided, however, that nothing contained herein shall be construed as prohibiting prohibit the Company from granting increasing the quarterly cash dividend on the Company Options that are Routine GrantsCommon Stock; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, knowingly take any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration action that would result in connection with either the termination a failure to maintain trading of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect Company’s Common Stock on the date hereofNasdaq National Market; (iv) Issuefail to make in a timely manner any filings with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue except for any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing failure that would not have a Material Adverse Effect on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its the Company Subsidiaries, taken as a whole; (viiv) Enter into acquire (by merger, consolidation or acquisition of stock or assets) any binding agreementcorporation, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner other person or similar agreements, in each case, entered into, and containing terms, in the ordinary course of division or business consistent with past practice, in each case, that is terminable by the Company unit thereof or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except equity interest therein if such acquisition (A) the sale, lease or disposition (other than through licensingwould be deemed to be a significant acquisition as defined in Rule 11-01(b)(1) of property or assets which are not material, individually or in Regulation S-X promulgated by the aggregate to the business of the Company and its Subsidiaries, taken as a wholeSEC, or (B) perpetual licenses would create a substantial risk of delay in the termination or expiration of any waiting period applicable to the Mergers under the HSR Act, provided that the limitations contained in this clause (B) shall not apply to any transaction closing after the termination or expiration of any waiting period applicable to the Mergers under the HSR Act; (vi) solely in the case of the Company Products in the ordinary course Company, redeem, purchase or otherwise acquire any shares of business consistent its capital stock, other equity interests or any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interests, or any options, warrants, conversion or other rights to acquire any shares of its capital stock, other equity interests or any such securities or obligations, except pursuant to repurchase rights arising upon an individual’s termination of service with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any Company Subsidiary and except pursuant to redemptions of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to Company Common Stock under the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its SubsidiariesCompany’s stock repurchase program; (ixvii) Make engage in any loans, advances action with the intent to directly or capital contributions to, or investments in, indirectly impact any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent transactions contemplated by this Agreement in such a way that would reasonably be expected to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by have a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves Material Adverse Effect on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein;or (xviiviii) Enter into any agreement authorize, agree or commitment the effect of which would be commit, verbally or in writing, to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of do any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV without the prior written consent of the Company Disclosure Letter Inovio, which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, VGX (i) shall not, directly or indirectly, do any of the Company following, (ii) shall not permit any of its Subsidiaries other than VGXI to, directly or indirectly do any of the following, and (iii) shall not permit take any of its Subsidiaries action to authorize, implement, encourage, assist or otherwise allow VGXI to do any of the following, without the prior written consent of Parent: (i) Enter into Cause, permit or propose any new line amendments to VGX Charter Documents or any of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)VGX Subsidiary Charter Documents; (ii) Adopt a plan of complete or partial liquidation or dissolution; (iii) Declare, accrue, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction effected in the ordinary course of business by a wholly-wholly owned Subsidiary of it that remains a wholly-wholly owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantstransaction; (iiiiv) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, Employee pursuant to stock option or purchase agreements in effect on the date hereof; (ivv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: than (A) issuances of Company VGX Common Stock upon the exercise of Company VGX Options, warrants VGX Warrants or other rights VGX Convertible Debt outstanding as of the Company existing on the date hereof in accordance with their present the terms or granted pursuant to clauses (B) or (C) of such securities as of the date hereof, (B) grants of stock options to purchase Company Common Stock granted under the VGX Option Plan at fair market value, provided that such options (1) are issued in the ordinary course of business consistent with past practice and on Standard Terms practice, (as defined below2) to new Company employees vest in accordance with VGX's standard vesting schedule under the Company Stock Plans outstanding on applicable Option Plan, and (3) are issued no later than five (5) business days prior to the date hereof, Form S-4 Filing Date and (C) grants reservation of stock options to purchase Company VGX Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any certain amendments to the Company Charter Documents notes evidencing some or any all of the Subsidiary Charter Documents of VGX Convertible Debt to provide for their conversion in connection with the Company’s SubsidiariesMerger as contemplated hereby; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any material equity or voting interest in or a material portion of the assets of, or by any other manner, any business or of any Person or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, which are material, individually or in the aggregate, acquisition would be material to the business of the Company and its Subsidiaries, taken as a wholeVGX; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not materialnot, individually or in the aggregate aggregate, material to the business of the Company VGX and its Subsidiaries, taken as a whole, Subsidiaries or (B) perpetual licenses the sale, licensing or distribution of the Company VGX Products and services in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariesbusiness; (ixviii) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-wholly owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, it or (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicesbusiness; (xix) Except as required by GAAP, US GAAP as concurred in with by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company VGX Balance Sheet; (xix) Make any Tax election or accounting method change that is reasonably likely to adversely affect the Tax liability or Tax attributes of VGX or any material Tax election, adopt of its subsidiaries or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return income tax liability or consent to any extension or waiver of any limitation period with respect to Taxes; (xiixi) Revalue any of its assets other than in the ordinary course of business; (xii) Commence or make enter into any change settlement of litigation other than the settlements involving the payment of money only in accounting methods, principles an amount not in excess of $250,000 individually for any one settlement or practices$500,000 in the aggregate for all such settlements, other than as required by GAAP or by a Governmental Entityin connection with this Agreement and the transactions contemplated hereby; (xiii) (A) Pay, discharge, settle Commence or satisfy enter into any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced clinical scientific program prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiaryClosing; (xiv) Except as required by Legal Requirements Requirements, VGX Employee Plans, this Agreement or as required by any Company Employee Plan Contracts currently binding on VGX or Employee Agreement its Subsidiaries or policies of VGX currently in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter)effect, (1A) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director Employee of the Company VGX or any Subsidiary of the Company VGX (other than increases in connection with performance reviews or annual salary increases of amounts up to 110% of current salary and bonuses, in each case, made bonuses not exceeding $1,000,000 in the ordinary course of business consistent with past practice with respect aggregate to employees who are not executive officers of the Company or directors of the Companyall Employees), (2B) make any increase in or commitment to increase any Company benefits provided under any Employee Plan (including any severance plan), adopt or amend or make any commitment to establish, terminate, adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3C) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company VGX Options or Company Restricted Stockother securities outstanding pursuant to the VGX Option Plan, or reprice any Company VGX Options or authorize cash payments in exchange for any Company VGX Options; (xv) Sell, (4) enter into grant or modify in any employment, severance, termination or indemnification agreement material respect any Material Contract which is a license with any Company Employee or enter into any collective bargaining agreement, (respect to VGX Intellectual Property other than offer letters and letter agreements entered into in connection with the sale or license of VGX's products in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company VGX Intellectual Property; (xvi) Enter into, renew or renew, modify any Contracts containing, or otherwise subject the Surviving Corporation Entity or Parent Inovio to, any non-competition, exclusivity or other material restrictions on the Company VGX or any of its businesses prior to Closing, or the Surviving Corporation Entity or ParentInovio, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent Inovio or any of its Subsidiaries (excluding for the avoidance of doubt, the Company other than VGX and its Subsidiaries); (xviii) Take, or agree to take, Take any action that would prevent result, or is reasonably likely to result, in any of the conditions to the Merger from qualifying as a “reorganization” within set forth in Article VI not being satisfied, that would materially impair the meaning ability of Section 368(a) of VGX to consummate the CodeMerger in accordance with the terms hereof or materially delay such consummation; (xix) Hire employees other than in the ordinary course of businessany executive officer level employees; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company VGX or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “"keep well” " or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by A) in connection with the Subsidiaries financing of ordinary course trade payables or (B) indebtedness incurred by the Company) of up to for money borrowed in an amount not exceeding $15,000,000 at any time outstanding (100,000 in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiiixxi) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained 1,000,000 in the Company’s capital expenditure budget aggregate in effect onany consecutive twelve (12) month period; (xxii) Modify in any material respect, amend or terminate any VGX Scheduled Contract currently in effect, or waive, release or assign any material rights or claims thereunder, except in the ordinary course consistent with past practice or enter into any agreement that would constitute a VGX Scheduled Contract; (xxiii) Enter into any Contract requiring VGX or any of its Subsidiaries to pay in excess of $1,000,000 in the aggregate in any consecutive twelve (12) month period; (xxiv) Enter into any transaction of the type described in Item 404(a) of Regulation S-K of the rules and regulations of the SEC; (xxv) Make or commit to make any payment for any brokerage or finders' fee or agents' commissions or any similar charges in connection with this Agreement or the transactions contemplated hereby; or (xxvi) Agree to take any of the actions described in (i) through (xxiv) above.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Agreement or Section 4.1 of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeTime of the Company Merger, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)business; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements then in effect on the date hereofeffect; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: than (Aa) issuances of Company Common Stock upon the exercise of Company Options, warrants Company Warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted terms, (b) issuance of shares of Company Common Stock to participants in the Company Purchase Plan pursuant to clauses (B) or (C) hereofthe terms thereof, (Bc) grants the grant of stock options to purchase at the then current fair market value of the Company Common Stock granted to newly hired non-officer employees of the Company, in the ordinary course of business consistent with past practice and on Standard Terms practice, (as defined belowd) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants grant of stock options to purchase at the then current fair market value of the Company Common Stock granted to existing Company non-officer employees (other than to directors and officers), under of the Company Stock Plans outstanding on in connection with the date hereof promotion of such employees, in the ordinary course of business consistent with past practice in connection with annual compensation reviews practice, or ordinary course promotions and in each case on Standard Terms; provided, however, that (e) the grant of stock option grants pursuant to clause (C) shall not exceed grants options at the then current fair market value of options to acquire 30,000 shares of the Company Common Stock to existing non-officer employees of the Company in connection with the retention of such employees, provided that in the case of (c), (d) and (e) that the number of shares subject to issuance upon exercise of such stock option grants shall not exceed 50,000 in total to any single individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals 2,000,000 in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) have a vesting schedule no more favorable than one-one quarter (1/4) on of the one-year shares subject to such stock option vesting upon the first anniversary of the date of grant, grant and one-forty-eighth (1/48) 1/48 of the shares subject to such stock option vesting on each monthly anniversary of the date of grant thereafter, (3) which thereafter and do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval of or consummation of the Merger or the transactions contemplated hereby Mergers and/or the termination of employment following the Merger and Mergers, other than acceleration of twenty-five percent (425%) with a period for exercisability under of the shares of Company Common Stock subject to such option following termination of employment of no greater than ninety (90) days award following a termination of employment for any reason other than retirement, death or total and permanent disability“Termination” (as such term is defined in the Company Stock Plans) without “Cause” (as such term is defined in the Company Stock Plans) within one year from the date a “Corporate Transaction” (as such term is defined in the Company Stock Plans); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a wholeCompany; (vii) Enter into, amend or renew any Contract with a telecommunications carrier relating to the provision or development of Company Products for wireless communications (a “Carrier Contract”), provided that such Parent consent will not be unreasonably withheld or delayed with respect to any Carrier Contract substantially in the ordinary course of business consistent with past practice (any such Carrier Contract, a “Carrier Transaction”). (viii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more other than twelve (12) months prior notice and which does not contain any exclusive dealing arrangementsa Carrier Transaction; (viiiix) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (Aa) sales of inventory in the ordinary course of business consistent with past practice, (b) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company and its Subsidiaries, taken as a wholeincluding used material, equipment and furniture not material to the business, or (Bc) perpetual licenses the sale of the Company Products in the ordinary course of business consistent with past practice having no material supportpractice, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its SubsidiariesCarrier Transaction; (ixx) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) than employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicespractice provided such employee loans are in compliance with applicable law, other than ordinary course funding to Subsidiaries exclusively in order to fund operations in amounts consistent with prior periods; (xxi) Except as required by GAAP, GAAP or the SEC as concurred in by its independent auditors, or by a Governmental Entityauditors and following notice to Parent, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xixii) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return claim or assessment in respect of Taxes or consent to any extension or waiver of any limitation period with respect to any claim or assessment for Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) Except as required by GAAP and following notice to Parent, revalue any of its assets except in the ordinary course of business in an amount that is not material to the Company and its Subsidiaries; (Aa) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, settlement or satisfaction for money, money of claims, liabilities, liabilities or obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, (b) pay, discharge or settle any litigation (whether or not commenced prior to the date of this Agreement), (c) pay, discharge, settle or satisfy any claims (including any Tax claim), other than the payment, discharge, settlement or satisfaction for money, of claims not in excess of $100,000 individually or $1,000,000 in material to the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayedCompany, or (Bd) waive the benefits of, agree to modify in any manner materially adverse to the Companymanner, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xivxv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a(a) of the Company Disclosure Letter), (1) increase Increase in any manner the amount of base compensation of any Employee of the Company or fringe any Subsidiary of the Company, except for increases in connection with ordinary course focal reviews and in an amount (the amount of any such increase for an individual being determined to be the amount of any increase on an annual basis) that does not exceed $600,000 in the aggregate, (b) materially increase the amount of employee benefits ofof any Employee or director of the Company or any Subsidiary of the Company, except pursuant to contractual arrangements or a Company Employee Plan in effect as of the date hereof, except upon the expiration by its terms of any such Company Employee Plan solely in connection with the renewal of such Company Employee Plan for the period after December 31, 2003 for a renewal term consistent with past practices and that provides no greater benefits than are currently provided under such Company Employee Plan, (c) pay any bonus to any Employee or special remuneration director of the Company or any Subsidiary of the Company, except pursuant to contractual arrangements or a Company Employee Plan in effect as of the date hereof, (cash, equity or otherwised) to or g▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant Employee or director of the Company or any Subsidiary of the Company (other than salary increases and bonusesCompany, in each case, made in the ordinary course of business consistent with past practice with respect except pursuant to employees who are not executive officers of the Company contractual arrangements or directors of the Company), (2) make any increase in or commitment to increase any a Company Employee Plan in effect as of the date hereof, (including any severance plan), e) adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make Plan, except in connection with the renewal of any contribution, other than regularly scheduled contributions or contributions required by the terms of the such Company Employee Plan as Plan, upon the natural expiration of such Company Employee Plan, on terms substantially similar to those in effect as of the date hereof, to any Company Employee Plan, (3f) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4g) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers”), (5h) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6i) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or other than as permitted pursuant to Section 4.1(b)(iv)(c), (7d) and (e), (j) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered in favor of the Company Employee upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xvxvi) Grant any exclusive rights with respect to any Company Intellectual Property, other than pursuant to a Carrier Transaction; (xvixvii) Enter into, amend or renew, renew any Contracts containingcontaining any non-competition or exclusivity restrictions, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is to any other material restrictions relating to the Company’s business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, activities following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or ; other restrictions provided thereinthan a Carrier Transaction; (xviixviii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Company Merger any actual or potential right of license to any material Intellectual Property owned prior to Closing by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviiixix) Take, or agree to take, Engage in any action that would prevent could reasonably be expected to cause the Company Merger from qualifying to fail to qualify as a “reorganization” within the meaning of under Section 368(a) of the Code; (xixxx) Hire or offer to hire (a) any officer level employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (yb) for cause or poor performance (documented in accordance other employees with the Company’s past practices)an annual base salary of more than $125,000; (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to timeincurred, or (y) any replacement credit facility on terms not materially less favorable (including agreements or arrangements entered into, with respect to guarantees by Subsidiaries(a) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series incurrence of related payments accounts payable in excess of $250,000 outside of the ordinary course of business or make consistent with past practice, (b) equipment financing in the ordinary course of business consistent with past practice not to exceed the principal aggregate amount of $750,000, and (c) pursuant to the Loan Agreement; (xxii) Make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect onon the date hereof, a copy of which is attached hereto as Schedule 4.1(b)(xxii); (xxiii) Modify or amend (including by entering into a new Contract with such party or otherwise) in a manner adverse in any material respect to the Company, or terminate, any existing real property lease, real property sublease or Company Material Contract, or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse in any material respect to the Company, other than any modification, amendment or termination of any such Company Material Contract in the ordinary course of business, consistent with past practice, or enter into any new real property lease or real property sublease or cause or permit a Reinstatement or Occupancy to occur; (xxiv) Enter into any Contract requiring the Company or any of its Subsidiaries to pay to any Person in excess of an aggregate of $375,000 as determinable or reasonably estimable on the face of such Contract, except Contracts which are of the type or within the category of Contracts specifically identified in (i) through (xxiii) above (whether or not consent of Parent is required thereunder for such type or category of Contracts) and purchases of inventory in the ordinary course of business consistent with past practice; (xxv) Enter into any Contract with any accountant, broker, financial advisor, consultant, legal counsel or other Person retained by the Company in connection with this Agreement or the transactions contemplated hereby, other than Contracts for the provision of services on a “time and materials” basis at reasonable and customary rates, provided that Parent shall not unreasonably withhold consent with respect to any such Contract that is not on a time and materials basis if such Contract is of the type and structure customarily entered into for such services and is otherwise at reasonable and customary rates; or (xxvi) Agree in writing or otherwise to take any of the actions described in (i) through (xxv) above.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and except made available to Acquiror or as provided in Article IV of the Company Disclosure Letter Schedule, without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time or Acceptance Time, the if applicable, Company shall not do any of the following, and shall not permit any of its the Company’s Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other actual, constructive or deemed distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, stock other than any such a cash management transaction by between Company and a wholly-owned Subsidiary of it that remains a it, or between wholly-owned Subsidiary Subsidiaries of it after consummation of such transaction Company in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except in connection with the withholding of shares to pay tax withholding obligations and/or exercise or purchase price, or repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultantCompany Employee, in each case, pursuant to stock option option, equity award or purchase agreements in effect on the date hereofhereof or entered into in the ordinary course of business after the date hereof pursuant to Section 4.1(b)(iii)(C); provided, however, that nothing in this subparagraph (ii) shall prohibit Company from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (iviii) IssueAuthorize for issuance, issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock Ordinary Shares upon the exercise of Company Options, warrants or other rights of Company or the settlement of Company Restricted Share Units existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or clause (C) hereof, (B) issuances of Company Ordinary Shares to participants in any employee share purchase plan of Company pursuant to the terms thereof or (C) grants of stock options or other stock based awards (including Company Restricted Shares and Company Restricted Share Units) of, or to purchase acquire, Company Common Stock Ordinary Shares granted under the Company Share Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and on Standard Terms practice, (as defined belowy) with respect to new stock options, granted with an exercise price no less than the fair market value of Company employees under the Company Stock Plans outstanding Ordinary Shares on the date hereof, of grant and not subject to any accelerated vesting or other provision that would be triggered solely as a result of the consummation of the transactions contemplated hereby and (Cz) grants for up to 1,600,000 Company Ordinary Shares in the aggregate (“Company Routine Grants”); (iv) Propose, cause or permit any amendments to any of stock options to purchase the Company Common Stock granted to existing Company employees Charter Documents or Subsidiary Charter Documents of any Subsidiary of the Company; (v) Propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of it or any of its Subsidiaries (other than to directors and officersthe transactions contemplated hereby), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) nothing in this paragraph shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with prohibit the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby from dissolving and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or merging into any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree its Subsidiaries certain other Subsidiaries that are not material to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company it and its Subsidiaries, taken as a whole; (A) Acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein, or (B) acquire any material property or assets in any single transaction or series of related transactions, except for (i) transactions pursuant to existing Contracts disclosed in the Company Disclosure Schedule or (ii) transactions not in excess of $500,000 individually, or $1,000,000 in the aggregate; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, joint development, strategic partnership or alliancealliance that is material, excluding individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (viii) Sell, lease, exclusively license, encumber or otherwise convey or dispose of any stream partnerproperties or assets material to the business of the Company and its Subsidiaries, resellertaken as a whole, channel partner except (A) sales of inventory, products or similar agreementsequipment in the ordinary course of business consistent with past practice or (B) the sale, in each case, entered into, and containing terms, lease or disposition of excess or obsolete property or assets in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, to any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, it or (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicespractice; (x) Except as required by GAAP, as concurred in by its independent auditors, GAAP or by a Governmental Entityapplicable Legal Requirements, make any material change in its methods methods, principles or principles practices of accounting since the date of the Company Balance Sheetaccounting; (xi) Make or change any material Tax election, adopt or change any accounting method in respect of Taxes that affects in any material respect the Tax accounting methodliability or Tax attributes of the Company or any of its Subsidiaries, file any material amended Tax Return, enter into any closing agreement in respect of material Taxes, settle or compromise any material Tax liability, file any amended Tax Return liability or consent to any extension or waiver of any limitation period with respect to material Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than Except as required by GAAP or by a Governmental Entityapplicable Legal Requirements, materially revalue any of its properties or assets other than in the ordinary course of business consistent with past practice; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including threatened or actual litigation or any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlementsettlement or satisfaction, solely for cash in amounts (I) not exceeding $250,000 individually or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred $500,000 in the ordinary course of business for goods and services or (z) otherwise aggregate, in the ordinary course of business consistent with past practice or practice, (II) as reserved against in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 full in the aggregateCompany Balance Sheet, providedor (III) as covered by existing insurance policies, (y) the discharge, settlement or satisfaction of any such litigation or dispute that with respect does not involve any payment by the Company or any of its Subsidiaries and does not impose any obligation on the Company or any of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to any matter under this clause (A) that requires Parent’s consentthe Company and its Subsidiaries, such consent shall not be unreasonably withheld, conditioned or delayedtaken as a whole), or (B) waive the benefits of, agree to modify in any manner materially adverse to the Companymanner, amend, terminate, assign, release any person Person from or knowingly fail to enforce enforce, any material confidentiality confidentiality, “standstill,” or similar agreement to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary; (xiv) Except Write up, write down or write off the book value of any assets, individually or in the aggregate, for Company and its Subsidiaries, taken as a whole, other than (A) in the ordinary course of business consistent with past practice, (B) as may be required by GAAP or (C) otherwise not in excess of $500,000; (xv) Take any action to render inapplicable, or to exempt any third Person (other than Acquiror) from the provisions of any applicable Legal Requirements Requirement that purports to limit or as required by restrict business combinations or the ability to acquire or vote shares of capital stock; (xvi) (A) Make any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) material increase in any manner the amount of compensation or any material increase in the fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (Employee other than increases in base salary of less than three and five-tenths percent (3.5%) or grants, fringe benefit increases and bonuses, in each case, made or payments in the ordinary course of business consistent in time and amount with past practice with respect to employees who are not executive officers of the Company or directors of the Company)practice, (2B) make any material increase in or commitment to materially increase the benefits or expand the eligibility under any Company Employee Benefit Plan (including any severance planplan or arrangement), adopt or materially amend or make any commitment to adopt or materially amend any Company Employee Benefit Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Benefit Plan, (3C) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options Options, Company Restricted Shares or Company Restricted StockShare Units, or reprice any Company Options or authorize cash payments in exchange for any Company Options, other than pursuant to arrangements in effect as of the date hereof or disclosed pursuant to this Section 4.1, (4D) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining bargaining, works council or trade union agreement, (other than (i) offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will,” without provided that any such offer letter does not provide for annual compensation in excess of $200,000 or equity awards other than Company Routine Grants, or (ii) severance agreements with non-officer Company Employees entered into in the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officersordinary course of business consistent with past practice), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6E) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7F) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that in each case of (A) - (F), nothing herein shall be construed as prohibiting the Company from granting Company Options or Company Restricted Share Units that are Company Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xvxvii) Grant Enter into, amend or extend any collective bargaining agreement; (xviii) Transfer or license to any Person or otherwise extend, amend or modify in any material respect any rights to Company IP, or enter into any agreements or make other commitments to grant, transfer or license to any Person material future patent rights, in each case, other than non-exclusive licenses granted to customers, resellers and end users in the ordinary course of business consistent with past practices, or grant any exclusive rights with respect to any Company Intellectual Property; (xvixix) Enter into, or renew, into any Contracts Contracts: (A) containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on subjecting the Company or the Surviving Corporation or Parent, Acquiror or any of their respective businessesSubsidiaries to, which is any material to non-competition or material exclusivity restrictions on the operation of the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation Acquiror or any of its their respective Subsidiaries; or (B) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent resulting in Acquiror or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii1) Takegranting to any third party any right to or with respect to any intellectual property owned by, or agree to takelicensed to, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(athem or (2) being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of the Code; (xix) Hire employees other than those payable by, or required to be offered by, any of them in the ordinary course absence of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxiixx) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its the Company’s Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (A) guarantees and guarantees by letters of credit issued to suppliers of the Company or any of its Subsidiaries in the ordinary course of indebtedness incurred by business, (B) loans or advances to direct or indirect wholly owned Subsidiaries in the ordinary course of business consistent with past practice or (C) in connection with the financing of ordinary course trade payables, in any such case consistent with past practice; (xxi) Hire or promote any officer-level employee or appoint a new member of the board of directors of the Company or any of the Company’s Subsidiaries; (xxii) Forgive any loans to any of up to $15,000,000 at its employees, officers or directors or any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreementemployees, dated as officers or directors of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by of its Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual capital expenditures other than in the ordinary course of business consistent with past practice and in an amount not in excess of $1,000,000 individually or series $7,500,000 in the aggregate; (xxiv) Enter into, modify or amend in a manner materially adverse to the Company and its Subsidiaries, taken as a whole, or terminate any Company Material Contract, or waive, release or assign any material rights or claims thereunder, in each case, in a manner materially adverse to the Company and its Subsidiaries, taken as a whole; (xxv) Knowingly take any action that is intended or would reasonably be expected to result in any of related payments the conditions to the Scheme of Arrangement set forth in Article VI or to the Offer set forth in Annex II not being satisfied; (xxvi) Except as expressly contemplated by this Agreement, take any actions that would result in restructuring charges pursuant to GAAP in excess of $250,000 outside in the aggregate; (xxvii) Enter into any new line of business material to the Company and its Subsidiaries, taken as a whole; (xxviii) Fail to use commercially reasonable efforts to maintain in full force and effect insurance coverage substantially similar to insurance coverage maintained on the date hereof; or (xxix) Agree (whether or not in writing) to take any of the ordinary course of business or make or commit to make any capital expenditures actions described in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on(i) through (xxviii) above.

Required Consent. In addition, without limiting the generality of Section 4.1(a)4.1, except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Seller Disclosure Letter Letter, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company shall not do any of the following, and Seller shall not permit the Company or any of its Subsidiaries Subsidiary to do any of the following, without the prior written consent of Parent: (i) Enter into Cause, permit, adopt or propose any new line of business (it being understood that this clause (i) shall not prohibit amendments to the Company Charter Documents or its Subsidiaries from introducing, in any of the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)Subsidiary Charter Documents; (ii) Adopt a plan of complete or partial liquidation or dissolution; (iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or equity interests or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stockstock or equity interests, other than any such transaction by between the Company and a wholly-owned Subsidiary of it the Company that remains a wholly-owned Subsidiary of it the Company after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness and consistent with past practices; (iiiiv) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereofequity interests; (ivv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stockstock or equity interests, Voting Debt or any securities convertible into shares of capital stock or Voting Debtequity interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt equity interests or any securities convertible into shares of capital stock or Voting Debtequity interests, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiariesforegoing; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other similar manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets or rights outside the ordinary course of business or which are material, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, transfer, encumber or otherwise dispose of any properties properties, rights or assets assets, except (Ai) the sale, lease or disposition (other than through licensing) to third parties of inventory in the ordinary course of business and of tangible property or assets which that are not material, individually or in the aggregate material to the business of the Company and its Subsidiaries, taken as a whole, Subsidiaries or (Bii) perpetual non-exclusive licenses of the current Company Products products in the ordinary course of business and consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariespractices; (ixviii) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: than (Ai) loans or investments by it the Company or a wholly-owned Subsidiary of it to or in it the Company or any wholly-owned a Subsidiary of it, or (Bii) employee loans or advances made in the ordinary course of business and consistent with past practices; (xix) Except as required by GAAP, GAAP as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xix) Make Make, change or change rescind any material Tax electionelection or accounting method, adopt or change file any material amended Tax accounting methodReturn, enter into any agreement relating to Taxes, surrender any material right to claim for a Tax refund, settle or compromise any material income Tax liability, file any amended Tax Return liability or consent to any extension or waiver of any limitation period with respect to material Taxes, in each case, if such action could have an adverse effect on the Company or any Subsidiary in a Tax period (or portion thereof) that ends after the Closing Date; (xiixi) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiaryother than as required by GAAP; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xvxii) Grant any exclusive rights with respect to any Company Intellectual PropertyProperty other than in the ordinary course of business and consistent with past practices; (xvixiii) Enter into, into or renew, renew any Contracts containing, or otherwise subject the Surviving Corporation Company or Parent any Subsidiary following the Closing to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or ParentCompany, any Subsidiary or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of businessbusiness and consistent with past practices; (xxxiv) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other Other than (x) in the ordinary course of business and consistent with past practices, and except as otherwise contemplated by this Agreement, (A) enter into any Company Material Contract that is of the type enumerated in Sections 2.13(a)(v), (viii) or (yix), or (B) for cause modify, terminate, amend or poor performance grant any waiver in respect of any material term of any Company Material Contract that is in effect as of the date hereof and that is of the type enumerated in Sections 2.13(a)(v), (documented viii) or (ix); (xv) Take any action that would or is reasonably likely to result in any of the conditions to the sale and transfer of the Shares set forth in Article VI not being satisfied or that would impair the ability of Seller to consummate the transactions contemplated hereby in accordance with the Company’s past practices)terms hereof or materially delay such consummation; (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxiixvi) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another PersonPerson other than a Subsidiary, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) a Subsidiary, or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business and consistent with past practices; (xvii) Enter into any new (or make amend any existing) Benefit Plan or commit to make any capital expenditures in excess of $750,000 beyond those contained new (or amend any existing) employment or severance agreement, grant any general increase in the Company’s capital expenditure budget compensation of Employees (including any increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in effect onthe compensation payable, or to become payable, to any Employee, except in each case either in accordance with pre-existing contractual provisions or in the ordinary course of business and consistent with past practices; (xviii) (A) Fail to diligently pursue any material right or claim of the Company or any of its Subsidiaries, including any material claims relating to the enforcement of the Company rights with respect to any Intellectual Property, (B) settle any pending or threatened Legal Proceedings, other than any Patent Claims or those Legal Proceedings set forth on Section 2.9 of the Seller Disclosure Letter, directly involving (1) any material restrictions upon any of its operations or material assets, or (2) the transactions contemplated by this Agreement and the Ancillary Agreements, (C) cancel any material liabilities owed to, or waive any material right or claim of, the Company or any Subsidiary, other than in the ordinary course of business and consistent with past practices, or (D) voluntarily allow the lapse of any of its material rights of ownership or use of any material Company Intellectual Property; (xix) Deviate in any material respect from existing policies and procedures with respect to billing and collection services of the Company or its Subsidiaries, other than in the ordinary course of business and consistent with past practice; (xx) Enter into any Contract that provides deferred revenue to be recorded by the Company or any Subsidiary for longer than a 12-month period after the date of such Contract; or (xxi) Agree in writing or otherwise to take any of the actions described in (i) through (xx) above.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and except made available to Acquiror or as provided in Article IV of the Company Disclosure Letter Schedule, without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time or Acceptance Time, the if applicable, Company shall not do any of the following, and shall not permit any of its the Company’s Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other actual, constructive or deemed distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, stock other than any such a cash management transaction by between Company and a wholly-owned Subsidiary of it that remains a it, or between wholly-owned Subsidiary Subsidiaries of it after consummation of such transaction Company in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except in connection with the withholding of shares to pay tax withholding obligations and/or exercise or purchase price, or repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultantCompany Employee, in each case, pursuant to stock option option, equity award or purchase agreements in effect on the date hereofhereof or entered into in the ordinary course of business after the date hereof pursuant to Section 4.1(b)(iii)(C); provided, however, that nothing in this subparagraph (ii) shall prohibit Company from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (iviii) IssueAuthorize for issuance, issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock Ordinary Shares upon the exercise of Company Options, warrants or other rights of Company or the settlement of Company Restricted Share Units existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or clause (C) hereof, (B) issuances of Company Ordinary Shares to participants in any employee share purchase plan of Company pursuant to the terms thereof or (C) grants of stock options or other stock based awards (including Company Restricted Shares and Company Restricted Share Units) of, or to purchase acquire, Company Common Stock Ordinary Shares granted under the Company Share Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and on Standard Terms practice, (as defined belowy) with respect to new stock options, granted with an exercise price no less than the fair market value of Company employees under the Company Stock Plans outstanding Ordinary Shares on the date hereof, of grant and not subject to any accelerated vesting or other provision that would be triggered solely as a result of the consummation of the transactions contemplated hereby and (Cz) grants for up to 1,600,000 Company Ordinary Shares in the aggregate (“Company Routine Grants”); (iv) Propose, cause or permit any amendments to any of stock options to purchase the Company Common Stock granted to existing Company employees Charter Documents or Subsidiary Charter Documents of any Subsidiary of the Company; (v) Propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of it or any of its Subsidiaries (other than to directors and officersthe transactions contemplated hereby), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) nothing in this paragraph shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with prohibit the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby from dissolving and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or merging into any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree its Subsidiaries certain other Subsidiaries that are not material to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company it and its Subsidiaries, taken as a whole; (A) Acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein, or (B) acquire any material property or assets in any single transaction or series of related transactions, except for (i) transactions pursuant to existing Contracts disclosed in the Company Disclosure Schedule or (ii) transactions not in excess of $500,000 individually, or $1,000,000 in the aggregate; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, joint development, strategic partnership or alliancealliance that is material, excluding individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (viii) Sell, lease, exclusively license, encumber or otherwise convey or dispose of any stream partnerproperties or assets material to the business of the Company and its Subsidiaries, resellertaken as a whole, channel partner except (A) sales of inventory, products or similar agreementsequipment in the ordinary course of business consistent with past practice or (B) the sale, in each case, entered into, and containing terms, lease or disposition of excess or obsolete property or assets in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, to any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, it or (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicespractice; (x) Except as required by GAAP, as concurred in by its independent auditors, GAAP or by a Governmental Entityapplicable Legal Requirements, make any material change in its methods methods, principles or principles practices of accounting since the date of the Company Balance Sheetaccounting; (xi) Make or change any material Tax election, adopt or change any accounting method in respect of Taxes that affects in any material respect the Tax accounting methodliability or Tax attributes of the Company or any of its Subsidiaries, file any material amended Tax Return, enter into any closing agreement in respect of material Taxes, settle or compromise any material Tax liability, file any amended Tax Return liability or consent to any extension or waiver of any limitation period with respect to material Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than Except as required by GAAP or by a Governmental Entityapplicable Legal Requirements, materially revalue any of its properties or assets other than in the ordinary course of business consistent with past practice; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including threatened or actual litigation or any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlementsettlement or satisfaction, solely for cash in amounts (I) not exceeding $250,000 individually or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred $500,000 in the ordinary course of business for goods and services or (z) otherwise aggregate, in the ordinary course of business consistent with past practice or practice, (II) as reserved against in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 full in the aggregateCompany Balance Sheet, providedor (III) as covered by existing insurance policies, (y) the discharge, settlement or satisfaction of any such litigation or dispute that with respect does not involve any payment by the Company or any of its Subsidiaries and does not impose any obligation on the Company or any of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to any matter under this clause (A) that requires Parent’s consentthe Company and its Subsidiaries, such consent shall not be unreasonably withheld, conditioned or delayedtaken as a whole), or (B) waive the benefits of, agree to modify in any manner materially adverse to the Companymanner, amend, terminate, assign, release any person Person from or knowingly fail to enforce enforce, any material confidentiality confidentiality, “standstill,” or similar agreement to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary; (xiv) Except Write up, write down or write off the book value of any assets, individually or in the aggregate, for Company and its Subsidiaries, taken as a whole, other than (A) in the ordinary course of business consistent with past practice, (B) as may be required by GAAP or (C) otherwise not in excess of $500,000; (xv) Take any action to render inapplicable, or to exempt any third Person (other than Acquiror) from the provisions of any applicable Legal Requirements Requirement that purports to limit or as required by restrict business combinations or the ability to acquire or vote shares of capital stock; (xvi) (A) Make any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) material increase in any manner the amount of compensation or any material increase in the fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (Employee other than increases in base salary of less than three and five-tenths percent (3.5%) or grants, fringe benefit increases and bonuses, in each case, made or payments in the ordinary course of business consistent in time and amount with past practice with respect to employees who are not executive officers of the Company or directors of the Company)practice, (2B) make any material increase in or commitment to materially increase the benefits or expand the eligibility under any Company Employee Benefit Plan (including any severance planplan or arrangement), adopt or materially amend or make any commitment to adopt or materially amend any Company Employee Benefit Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Benefit Plan, (3C) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options Options, Company Restricted Shares or Company Restricted StockShare Units, or reprice any Company Options or authorize cash payments in exchange for any Company Options, other than pursuant to arrangements in effect as of the date hereof or disclosed pursuant to this Section 4.1, (4D) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining bargaining, works council or trade union agreement, (other than (i) offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will,” without provided that any such offer letter does not provide for annual compensation in excess of $200,000 or equity awards other than Company Routine Grants, or (ii) severance agreements with non-officer Company Employees entered into in the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officersordinary course of business consistent with past practice), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6E) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7F) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that in each case of (A) - (F), nothing herein shall be construed as prohibiting the Company from granting Company Options or Company Restricted Share Units that are Company Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xvxvii) Grant Enter into, amend or extend any collective bargaining agreement; (xviii) Transfer or license to any Person or otherwise extend, amend or modify in any material respect any rights to Company IP, or enter into any agreements or make other commitments to grant, transfer or license to any Person material future patent rights, in each case, other than non-exclusive licenses granted to customers, resellers and end users in the ordinary course of business consistent with past practices, or grant any exclusive rights with respect to any Company Intellectual Property; (xvixix) Enter into, or renew, into any Contracts Contracts: (A) containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on subjecting the Company or the Surviving Corporation or Parent, Acquiror or any of their respective businessesSubsidiaries to, which is any material to non-competition or material exclusivity restrictions on the operation of the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation Acquiror or any of its their respective Subsidiaries; or (B) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent resulting in Acquiror or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii1) Takegranting to any third party any right to or with respect to any intellectual property owned by, or agree to takelicensed to, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(athem or (2) being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of the Code; (xix) Hire employees other than those payable by, or required to be offered by, any of them in the ordinary course absence of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxiixx) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its the Company’s Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (A) guarantees and guarantees by letters of credit issued to suppliers of the Company or any of its Subsidiaries in the ordinary course of indebtedness incurred by business, (B) loans or advances to direct or indirect wholly owned Subsidiaries in the ordinary course of business consistent with past practice or (C) in connection with the financing of ordinary course trade payables, in any such case consistent with past practice; (xxi) Hire or promote any officer-level employee or appoint a new member of the board of directors of the Company or any of the Company’s Subsidiaries; (xxii) Forgive any loans to any of up to $15,000,000 at its employees, officers or directors or any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreementemployees, dated as officers or directors of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by of its Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual capital expenditures other than in the ordinary course of business consistent with past practice and in an amount not in excess of $1,000,000 individually or series $7,500,000 in the aggregate; (xxiv) Enter into, modify or amend in a manner materially adverse to the Company and its Subsidiaries, taken as a whole, or terminate any Company Material Contract, or waive, release or assign any material rights or claims thereunder, in each case, in a manner materially adverse to the Company and its Subsidiaries, taken as a whole; (xxv) Knowingly take any action that is intended or would reasonably be expected to result in any of related payments the conditions to the Scheme of Arrangement set forth in Article VI or to the Offer set forth in Annex II not being satisfied; (xxvi) Except as expressly contemplated by this Agreement, take any actions that would result in restructuring charges pursuant to GAAP in excess of $250,000 outside in the aggregate; (xxvii) Enter into any new line of business material to the Company and its Subsidiaries, taken as a whole; (xxviii) Fail to use commercially reasonable efforts to maintain in full force and effect insurance coverage substantially similar to insurance coverage maintained on the date hereof; or (xxix) Agree (whether or not in writing) to take any of the ordinary course of business or make or commit to make any capital expenditures actions described in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on(i) through (xxviii) above.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as expressly permitted or expressly required by the terms of this Agreement, Agreement and except as provided set forth in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, such consent not to be unreasonably withheld, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)business; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantstransaction; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than Subsidiaries (except for purchases of Company Common Stock in accordance with the ESPP and repurchases or cancellations of unvested shares at cost or restricted Company Common Stock for de minimis consideration in connection with either the nominal value upon termination of employment of the employment relationship with any employee or upon person holding the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereofrestricted Company Common Stock); (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt Debt, other voting securities or any securities convertible into shares of capital stock stock, Voting Debt or Voting Debtother voting securities, or subscriptions, rightsrights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants or options to acquire any shares of capital stock or stock, Voting Debt Debt, other voting securities or any securities convertible into shares of capital stock stock, Voting Debt or Voting Debtother voting securities, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company OptionsOptions or the vesting of Restricted Stock, warrants or other rights of the Company in each case, existing on the date hereof in accordance with their present terms or granted pursuant to clauses terms; and (B) or (C) hereof, (B) grants issuances of stock options to purchase Company Common Stock granted in upon the ordinary course exercise of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding Warrants existing on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or adopt any material amendments to any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole, or solicit or participate in any negotiations with respect to any of the foregoing; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding other alliance involving an equity interest in any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangementsPerson; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets assets, except (A) the sale, lease lease, license, encumbrance or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products are made in the ordinary course of business and in a manner consistent with past practice having no practice; (ix) Adopt a plan of complete or partial liquidation, dissolution or restructuring (including any material supportreductions in work force, maintenance lease terminations, restructuring of contracts or service obligations similar action), recapitalization or other than those obligations that are terminable by reorganization of the Company or any of its Subsidiaries upon no (other than the Merger); (x) Alter, through merger, liquidation, reorganization, restructuring or any other fashion, the corporate structure of ownership of any Subsidiary, other than any restructuring involving one or more wholly-owned Subsidiaries the assets of which continue to be wholly-owned; (xi) Other than one (1) in accordance with the Company’s capital budget for fiscal year notice without liability or financial obligation 2006, which is attached to the Company Disclosure Letter, or its Subsidiaries or (C) the Company’s capital budget for the provision of fiscal year 2007, which the Company Products on will provide to Parent promptly following its completion, incur any capital expenditure in excess of $2.5 million (other than pursuant to previously existing agreements set forth in the Company Disclosure Letter); (xii) Pay, discharge, settle, compromise or satisfy any pending or threatened claims, liabilities or obligations relating to a hosted services basis legal proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (A) any such payment, discharge, settlement, compromise or satisfaction in the ordinary course of business consistent with past practice in an amount not to exceed $100,000, (B) ordinary course settlements of disputes regarding collection of accounts receivable in any material amount and (C) any claims (other than those terminable by the claims set forth in Section 2.6(b), Section 2.10(a)(8) and Section 2.10(a)(9) of the Company or any Disclosure Letter) set forth in Section 2.10(a) of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its SubsidiariesDisclosure Letter; (ixxiii) Make any loans, extensions of credit or financing, advances or capital contributions to, or investments in, or grant extended payment terms to any other Person, other than: (A) loans or investments by it the Company or a wholly-owned Subsidiary of it the Company to or in it the Company or any wholly-owned Subsidiary of itthe Company, or (B) employee loans extensions of credit or advances financing to, or extended payment terms for, customers made in the ordinary course of business consistent with past practicespractice or (C) extensions of credit to Employees in the ordinary course of business consistent with past practice and in compliance with applicable Legal Requirements; (xxiv) Except as required by GAAP, concurrent changes in GAAP or Legal Requirements as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date or materially revalue any of the Company Balance Sheetits assets; (xixv) Make Fail to file any Tax Return when due, file an amendment to any Tax Return, make or change any material Tax electionelection in respect of Taxes, adopt or change any material accounting method in respect of Tax accounting methodor any Tax reporting practice, enter into any agreement or settle or compromise any material Tax liability, file any amended Tax Return claim or assessment in respect of Taxes or consent to any extension or waiver of any the limitation period with applicable to any material claim or assessment in respect of Taxes (except to Taxesthe extent that such election, settlement or compromise does not result in or create an obligation to pay Taxes in excess of reserves established by the Company); (xiixvi) Revalue any of its assets Cancel or make any change terminate or allow to lapse without reasonable substitute policy therefore, or amend in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including respect or enter into, any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement)material insurance policy, other than the payment, discharge, settlement, or satisfaction for money, renewal of claims, liabilities, obligations or litigation (x) to existing insurance policies on substantially the extent subject to reserves same terms as in effect on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiaryhereof; (xivxvii) Except as required by Legal Requirements or as required by any Requirements, Company Employee Plan Plans or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(aContracts (including Employment Agreements) of currently binding on the Company Disclosure Letter)or its Subsidiaries, (1) increase in any manner the amount of compensation or fringe benefits of, pay or grant any bonus or special remuneration (cashbonus, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ change of control, severance or termination pay to any Employee, consultant or director Employee of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made with respect to non-officer or non-director Employees in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company)practice, (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or materially amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of vesting or exercisability of Company Options or Company Restricted StockWarrants, or reprice any Company Options Options, Company Warrants or authorize cash payments in exchange for any Company OptionsOptions or Company Warrants, or (4) enter into into, modify or materially amend any employment, severance, termination or indemnification agreement Employee Agreement (other than in the ordinary course of business consistent with any Company Employee past practice) or enter into any collective bargaining agreement; (xviii) Provide any material refund, (credit or rebate in excess of $50,000 to any customer, other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval refund in an amount that does not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject exceed the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than established reserve in the ordinary course of business; (xxxix) Terminate Hire any non-officer employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business consistent with past practice or (y) for cause hire, elect or poor performance (documented in accordance with the Company’s past practices)appoint any officers or directors, other than any such election or appointment as may be required by applicable Legal Requirements; (xxixx) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue Issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings in connection with the financing of ordinary course trade payables consistent with past practice; (and guarantees by the Subsidiaries A) Enter into any agreement to purchase or sell any interest in real property with a value in excess of indebtedness incurred by the Company) of up to $15,000,000 at 500,000 or grant any time outstanding (security interest in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to timeany such real property, or (yB) enter into any replacement credit facility on terms not materially less favorable (including lease, sublease, license or other occupancy agreement with respect to guarantees by Subsidiariesany real property or alter, amend, modify or terminate any of the terms of any lease (other than immaterial amendments, extensions or members of existing leases); (xxii) Enter into, modify or amend, in each case, in a manner adverse in any material respect to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facilityof its Subsidiaries, the or terminate any Company shall pay all liabilitiesMaterial Contract, obligations and fees owed under the SVB Facility)or waive, release or assign any material rights or claims thereunder; (xxiii) Make any individual material purchase of fixed assets or series of related payments other long-term assets other than in excess of $250,000 outside of the ordinary course of business and in a manner consistent with past practice; (xxiv) Authorize, take, commit, or make agree (in writing or commit otherwise) or announce the intention to make take, any capital expenditures of the actions described in excess Sections 4.1(b)(i) through 4.1(b)(xxiii) hereof, or any other action that would reasonably be expected to prevent the Company from performing, or cause the Company not to perform, its obligations hereunder or otherwise prevent or materially delay the consummation of $750,000 beyond those contained in the Company’s capital expenditure budget in effect ontransactions contemplated hereby.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except Except as permitted expressly contemplated by the terms any other provision of this Agreement, and except Agreement or as provided set forth in Article IV Section 4.01 of the Company Disclosure Letter or as required by applicable Legal Requirements or Schedule, neither the regulations or requirements Company nor any of Nasdaqits Subsidiaries shall, during the period from between the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the Effective Time, the Company shall not do directly or indirectly, do, or propose to do, any of the following, and shall not permit any of its Subsidiaries to do any of the following, following without the prior written consent of Parent: TAS (i) Enter into any new line of business (such consent not to be unreasonably withheld or delayed), it being understood agreed by TAS that this clause (i) shall not prohibit the Company any action approved or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction authorized by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇J▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director in his capacity as Chief Executive Officer of the Company or any Subsidiary of the Company will be deemed to have received such consent: (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2i) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt otherwise change its Certificate of Incorporation or amend any Company Employee Plan By-laws or make any contributionequivalent organizational documents; (ii) issue, other than regularly scheduled contributions purchase, sell, pledge, dispose of, grant or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stockencumber, or reprice any Company Options or authorize cash payments in exchange for any Company Optionssuch issuance, (4) enter into any employmentpurchase, severancesale, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreementpledge, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers)disposition, (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee)grant, or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary encumbrance of: (A) to bring such plans or agreements into compliance with Section 409A any shares of the Code or to secure an exemption from Section 409A any class of the Code, or (B) to reduce or prevent the imposition on any Employee capital stock or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity equity interests or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee or any debt options, warrants, convertible securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition rights of any kind to acquire any shares of such capital stock or other Person equity interest or other securities (other than including, without limitation, any wholly-owned Subsidiary phantom interest), of it) the Company or enter into any arrangement having the economic effect of any of its Subsidiaries (except for the foregoing, other than borrowings (and guarantees by the Subsidiaries issuance of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) Shares issuable pursuant to warrants and employee stock options outstanding on the date of this Agreement and granted under Company Stock Plans in effect on the date of this Agreement); or (xB) the Loan and Security Agreement, dated as any material assets of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments its Subsidiaries having an aggregate fair value in excess of $250,000 outside 1,000,000; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than to the Company or to any wholly owned Subsidiary of the Company; (iv) repurchase, redeem or otherwise acquire or cause to cease to be issued and outstanding any capital stock of the Company without the consent of TAS and the Special Committee; (v) reclassify, combine, split, subdivide or effect any similar transaction with respect to, or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock; (vi) other than in the ordinary course of business and consistent with past practice: (A) acquire (including, without limitation, by merger, consolidation, or make acquisition of stock or commit assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any significant amount of assets; or (B) issue any debt securities or similar obligations, incur indebtedness for borrowed money or grant any lien or security interest securing obligations with respect to indebtedness, or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person other than pursuant to the CIT Debt; or (C) make any material loan, advance or capital expenditures in excess contribution to, or investment in, any other Person, other than to the Company or to any wholly owned Subsidiary of $750,000 beyond those contained the Company; (vii) (A) hire any additional employees other than in the Company’s capital expenditure budget in effect onordinary course of business, except (A) to fill vacancies arising after the date of this Agreement; or (B) to meet increased demand.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements law, or as set forth on Schedule 4.1(b) of the regulations or requirements Nova Disclosure Letter, without the prior written consent of NasdaqSaturn, which consent shall not be unreasonably withheld, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Nova shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)business; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than (A) any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting business consistent with past practice and (B) repurchases of unvested shares at cost in connection with the Company from granting Company Options that are Routine Grantstermination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: except that (AX) issuances Nova may issue shares of Company Nova Common Stock (and the Nova Rights issuable upon the issuance of such shares): (1) upon the exercise of Company Nova Options, warrants or other rights of the Company Nova existing on the date hereof in accordance with their present terms terms; or granted (2) pursuant to clauses the Nova ESPP; and (BY) or (C) hereofNova may, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business and consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereofpractices, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees grant Nova Options (other than to directors and officers), those granted under the Company Nova ESPP) to purchase shares of Nova Common Stock Plans outstanding on the date hereof to any newly hired employees of Nova, and may, in the ordinary course of business and consistent with past practice practices, grant Nova Options (other than those granted under the Nova ESPP) to purchase up to 250,000 shares of Nova Common Stock (in the aggregate) to non-executive officer employees of Nova in connection with Nova’s 2005 annual compensation reviews or ordinary course promotions and review, in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject both cases with an exercise price at least equal to the limitations, in clauses (B) and (C), then fair market value of the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Nova Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Nova Charter Documents or any of the Subsidiary Charter Documents of the CompanyNova’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business outside of the Company and its Subsidiaries, taken as a wholeordinary course of business consistent with past practice; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliancepartnership, excluding any stream partner, reseller, channel partner alliance or similar agreementsarrangement; provided, in each casehowever, entered that this clause (vii) shall not prohibit Nova from entering into, and containing terms, in the ordinary course of business consistent with past practicepractice (i) original equipment manufacturer agreements, in each case, that is terminable by the Company (ii) agreements with end-user customers or any of its Subsidiaries upon no more than twelve (12iii) months prior notice and which does not contain any exclusive dealing arrangementsagreements with distributors or sales representatives; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) sales of inventory in the ordinary course of business consistent with past practice, (B) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company Nova and its Subsidiaries, taken as a whole, (C) the sale of goods or (B) perpetual non-exclusive licenses of the Company Products Intellectual Property in the ordinary course of business and in a manner consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (CD) for the provision dispositions of the Company Products on a hosted services basis other immaterial assets in the ordinary course of business and in a manner consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariespractice; (ix) Make any loans, advances or capital contributions to, or investments in, any other Personperson, other than: (A) loans than employee advances for travel and entertainment expenses or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) draws against commissions under existing employee loans or advances agreements made in the ordinary course of business consistent with past practicespractices provided such employee advances are in compliance with applicable law; (x) Except as required by GAAP, GAAP or the SEC as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Nova Balance Sheet; (xi) Make or change any material Tax election, election or adopt or change any material Tax accounting method, enter into any closing agreement, settle or compromise any material Tax liability, file any amended Tax Return claim or assessment in respect of Taxes or consent to any extension or waiver of any limitation period with respect to any claim or assessment for Taxes; (xii) Revalue Except as may be required by GAAP or the SEC, revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), ) other than the payment, discharge, settlement, settlement or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or the payment of obligations incurred in the ordinary course of business in accordance with their terms, of claims not ; or (y) which is required by an existing agreement on the date hereof in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that accordance with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayedits terms, or (B) knowingly waive the benefits of, agree to modify in any manner materially adverse to the Companymanner, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company Nova or any of its Subsidiaries subsidiaries is a party or of which Company Nova or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in on Section 2.12(a4.1(b)(xiv) of the Company Nova Disclosure Letter), take any of the following actions: (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant Nova Employee or director of the Company Nova or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), Nova (2) make any increase in or commitment to increase any Company Nova Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Nova Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Nova Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Nova Options or Company Restricted StockUnvested Shares, or reprice any Company Nova Options or authorize cash payments in exchange for any Company Nova Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Nova Employee or enter into any collective bargaining agreement, (other than corporate indemnification agreements with new hires or promoted existing employees replacing persons in positions currently with indemnification agreements in place, offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without or employee agreements with employees who provide services outside of the Company or its Subsidiaries incurring any material liability or financial obligation United States if consistent with past practice and who are not officerscustomary in such foreign locations), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Nova Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Nova Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or similar equity compensation performance award (whether payable in cash, shares or otherwise) to any Person person (including any Company Nova Employee), or (7) enter into any agreement with any Company Nova Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered in favor of the Nova Employee upon the occurrence of a transaction involving the Company Nova of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual PropertyProperty of such party, other than the grant of exclusive rights to custom work product created pursuant to agreements under which Nova provides professional services entered into in the ordinary course of business, provided that the grant of such exclusive rights does not extend beyond such custom work product to any Intellectual Property that is used by Nova in any Nova products or services and such custom work product is not necessary for any Nova products or services (such permitted agreements, “Nova Custom Work Contracts”); (xvi) Enter into, into or renew, renew any Contracts containing, or otherwise subject the Final Surviving Corporation Entity or Parent Saturn to, any non-competition, exclusivity or other similar material restrictions on the Company Nova or the Final Surviving Corporation Entity or ParentSaturn, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, provided that the Surviving Corporation foregoing shall not restrict Nova from entering into or renewing any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided thereinNova Custom Work Contracts; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of or license to any material Intellectual Property owned by Parent Saturn or any of its Subsidiaries (excluding for other than the avoidance of doubt, the Company and its SubsidiariesFinal Surviving Entity); (xviii) TakeHire or offer to hire employees, or agree other than employees to take, any action that would prevent (A) fill the Merger from qualifying as a “reorganization” within the meaning of open positions described on Section 368(a4.1(b)(xviii) of the CodeNova Disclosure Letter and (B) replace (1) any existing employees of Nova critical to the continuing operations of Nova (as reasonably determined by Nova) who leave Nova’s employ after the date hereof or (2) any employees hired pursuant to clause (A) of this sentence who leaves Nova’s employ after the date hereof; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Personperson, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company Nova or any of its Subsidiaries, guarantee any debt securities of another Personperson, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) person or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiiixx) Make or commit to make (A) any individual or series of related payments outside of the ordinary course of business, or (B) any capital expenditures in excess of $250,000 200,000 individually and $500,000 in the aggregate during any three month period; (xxi) Modify, terminate or amend in any material respect any lease, sublease or Nova Material Contract (other than modifications, terminations or amendments in the ordinary course of business consistent with past practices with respect to Nova Material Contracts, so long as the subject matter of any such Nova Material Contract (including, without limitation, Nova Material Contracts with customers, resellers, suppliers or service providers) being so modified, terminated or amended is within the scope of the ordinary course of Nova’s business), or release or assign or knowingly waive any material rights or claims thereunder; (xxii) Enter into any Contract outside of the ordinary course of business (except as expressly permitted by this Section 4.1(b)), or make any Contract requiring Nova or commit any of its Subsidiaries to make any capital expenditures pay specified sums in excess of an aggregate of $750,000 beyond those contained 500,000 under such Contract; (xxiii) Agree in writing or otherwise to take any of the Company’s capital expenditure budget actions described in effect on(i) through (xxii) above.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as expressly permitted by the terms of this Agreement, and except Agreement or as provided described in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any a new line of business (it being understood that this clause (i) shall not prohibit which is material to the Company or and its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)taken as a whole; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, Subsidiaries other than repurchases pursuant to the Company’s right to repurchase restricted shares of unvested shares at cost or for de minimis consideration in connection with either Company Common Stock held by an employee of the Company upon termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereofsuch employee’s employment; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt Debt, other voting securities or any securities convertible into shares of capital stock stock, Voting Debt or Voting Debtother voting securities, or subscriptions, rightsrights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants or options to acquire any shares of capital stock or stock, Voting Debt Debt, other voting securities or any securities convertible into shares of capital stock stock, Voting Debt or Voting Debtother voting securities, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, or grant any restricted stock, restricted stock units, performance shares, performance share units or other equity based awards other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company Options existing on the date hereof in accordance with their present terms or granted pursuant to clauses terms; (B) or (C) hereof, (B) grants issuances of stock options Company Options to new employees to purchase Company Common Stock granted in the ordinary course up to an aggregate of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 200,000 shares of Company Common Stock and the issuance of Company Common Stock on the exercise thereof, provided that in no event shall the Company grant any new employee Company Options to any individual purchase more than 20,000 shares of Company Common Stock, provided, further that in the event the Closing does not occur on or grants prior to September 6, 2006, from such date through the earlier of options the Closing or the termination of this Agreement, the Company shall be permitted to acquire 300,000 issue additional Company Options to new employees to purchase up to an aggregate of 150,000 shares of Company Common Stock; (C) issuances of up to an aggregate of 825,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject pursuant to the limitations, in clauses ESPP; or (BD) and (C), the “Routine Grants”, and for purposes issuances of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with issuable upon the following terms (1) a per share exercise price that is no less than exercise, conversion or exchange of any other securities issued by the current market price at Company prior to the time date of grant of a share of this Agreement which securities are exercisable, convertible or exchangeable into Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or adopt any amendments to any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of all or substantially all the assets of, or by any other manner, any business or any Person or division thereof; (vii) Except for purchases of inventory in the ordinary course of business consistent with past practice and the implementation of the Oracle Corporation enterprise software solution, or otherwise acquire or agree to acquire any assets which that are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a wholeor in any event, for consideration in excess of $250,000 in any one case or in the aggregate or solicit or participate in any negotiations with respect to the foregoing; (viiviii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to the formation of any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in alliance if it (i) would present a material risk of delaying the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect onMerger,

Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided Agreement (or set forth in Article IV Section 5.1 of the Company Disclosure Letter Letter), or as required by applicable Legal Requirements or to the regulations or requirements of Nasdaqextent that Parent shall otherwise consent in writing, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter amend or change the Company Charter Documents or Subsidiary Charter Documents; (ii) acquire, or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company; (iii) enter into any new line Contract, agreement in principle, letter of business intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance; (it being understood that this clause iv) declare, set aside or pay any dividend on, or other distribution (iwhether in cash, stock or property) shall not prohibit in respect of, any of the Company’s or any of its Subsidiaries’ capital stock, or purchase, redeem or otherwise acquire any of the Company’s capital stock or any other securities of the Company or its Subsidiaries or any Company Option, Company Warrant, calls or rights to acquire any such shares or other securities, except for repurchases from, and forfeitures by, Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements and restricted stock award and restricted stock unit award agreements; (v) split, combine or reclassify any of the Company’s or any of its Subsidiaries’ capital stock; (vi) except as contemplated under subsection (xxii) or as required pursuant to written Contracts existing as of the date hereof that have been made available to Parent, (A) materially increase or decrease the compensation or fringe benefits payable or to become payable to any Employee (except for normal increases or decreases of cash compensation to current non-officer Employees in the ordinary course of business consistent with past practice) by the Company or any of its Subsidiaries, whether orally or in writing, (B) make any promise, commitment or payment, whether orally or in writing, of any bonus payable or to become payable to any Employee (except bonuses made to current non-officer Employees or newly hired non-officer Employees in the ordinary course of business consistent with past practice), (C) adopt, change or terminate, whether orally or in writing, any severance, change of control, termination or bonus plan, policy or practice applicable to any Employee, (D) enter, whether orally or in writing, any employment, severance, termination, change of control or indemnification agreement or any agreements the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby (either alone or upon the occurrence of additional or subsequent events), (E) adopt, terminate or materially amend any Company Employee Plan or collective bargaining agreement, except as may be required by applicable Legal Requirement, (F) incur any liability or obligation to any of its officers, directors or stockholders, except for normal and customary compensation and expense allowances payable to officers and directors in the ordinary course of its business consistent with its past practices, or (G) forgive, whether orally or in writing, any loan from introducingthe Company or any of its Subsidiaries to any Employee, in an amount in excess of $10,000; (vii) enter into, amend, modify, terminate or grant a consent with respect to any Company Material Contract, or waive, release or assign any material rights or claims thereunder; (viii) (A) enter into a customer Contract that provides for (or is reasonably expected to provide for) revenues in excess of $250,000 annually and contains any material non-standard terms, including but not limited to, provisions for unpaid future deliverables, non-standard service requirements or future royalty payments other than in the ordinary course of business consistent with past practice, or any new products material change in the manner in which it extends discounts, credits or applications within the Company’s current line warranties to customers or otherwise deals with its customers, or (B) enter into any reseller or distributor Contract that provides for (or is reasonably expected to provide for) revenues in excess of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of$250,000 annually, in lieu of or in substitution for any capital stockeach case, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiix) Purchasemake any change in accounting methods, redeem except as required by GAAP or otherwise acquireapplicable Legal Requirements; (x) enter into any debt, directly capital lease or indirectly, other debt or equity financing transaction or enter into any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration agreement in connection with either any such transaction; (xi) undertake any material restructuring activities, including any material reductions in force, lease terminations, restructuring of contracts or similar actions; (xii) sell, lease, license, encumber or otherwise dispose of any business lines or any properties or assets (tangible or intangible), except for sales, leases, licenses or dispositions of property or assets which are not material, individually or in the termination aggregate, to the business of the employment relationship with any employee Company or upon the resignation licenses of any director or consultantcurrent Company Products, in each case, pursuant to stock option or purchase agreements in effect on the date hereofordinary course of business and in a manner consistent with past practice; (ivxiii) Issuemake any loan or extend credit to any Person other than in the ordinary course of business and consistent with past practice other than such loans or extensions of credit that do not exceed $200,000; (xiv) adopt or change any Tax accounting method or Tax election, enter into any closing agreement in respect of Taxes, settle or compromise any Tax claim or assessment, or extend or waive the limitation period applicable to any Tax claim or assessment other than with respect to any Tax liability that is in an amount less than $200,000 individually, or $400,000 in the aggregate; (xv) make any expenditure, or enter into any transaction or commitment exceeding $200,000 individually or $400,000 in the aggregate, other than capital expenditures in the ordinary course of business consistent with past practice; (xvi) other than as required pursuant to written Contracts existing as of the date hereof that have been made available to Parent, accelerate or release any vesting condition to the right to exercise any Company Option, Company Warrant or other right to purchase or otherwise acquire any shares of the Company’s capital stock, or accelerate or release of any right to repurchase shares of capital stock upon the stockholder’s termination of employment or services with it or pursuant to any right of first refusal; (xvii) pay or discharge any Lien or other encumbrance on any of its assets or properties, or pay or discharge any of its obligations or liabilities, in each case that was not either shown on the Company Balance Sheet or incurred in the ordinary course of its business consistent with its past practices after the date of the Company Balance Sheet in an amount not in excess of $200,000 individually, or $400,000 in the aggregate; (xviii) terminate the employment of a senior manager or key employee, or the terminate a material number of employees; (xix) commence or settle any material litigation; (xx) make any material revaluation of any of its assets, including, without limitation, writing down the value of capitalized inventory, spares, long term or short-term investments, fixed assets, goodwill, intangible assets, deferred tax assets, or writing off notes or accounts receivable; (xxi) cancel or terminate without reasonable substitute policy therefor any material insurance policy naming the Company as a beneficiary or a loss payee without notice to Parent; (xxii) issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants Options or other rights of the Company Warrants existing on the date hereof or granted pursuant to clause (C) hereof in accordance with their present terms (or granted terms at the time of grant in the case of grants made pursuant to clauses (B) or clause (C) hereof, ); (B) issuance of shares of Company Common Stock to participants in the Company Purchase Plan pursuant to the terms thereof and (C) grants of stock options or other stock based awards to purchase employees of the Company or its Subsidiaries to acquire, individually, up to 20,000 shares (as adjusted for stock splits and the like) of Company Common Stock and, in the aggregate, up to 300,000 shares (as adjusted for stock splits and the like) of Company Common Stock in any 30-day period, granted under the Company Stock Plans, in each case in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice practices in connection with annual compensation reviews or ordinary course promotions or to new hires and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of which options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) stock-based awards have a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, ratable monthly installments that vest over not less than four years and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of this Agreement, the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following or in connection with the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)Merger; (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4xxiii) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject Parent or the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, following the Closing, except for exclusivity provisions which is material to would not restrict the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none assets of Parent nor any of or its Subsidiaries (other than, following the Closing, than the Surviving Corporation or Corporation) in any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter way and that are entered into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance consistent with the Company’s past practices);practice; or (xxixxiv) Make any representations take, commit, or issue any communications (including electronic communications) agree in writing or otherwise to employees that are inconsistent with this Agreement or the transactions contemplated herebytake, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Companyactions described in Sections 5.1(b)(i) of up to $15,000,000 at any time outstanding (in the aggregatethrough Section 5.1(b)(xxiii) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect onhereof.

Required Consent. In additionExcept as otherwise expressly approved in writing by Parent, as expressly contemplated or specifically permitted by this Agreement or as set forth in Schedule 5.1(b) of the Company Disclosure Schedule, and without limiting the generality of Section 4.1(a)the foregoing, except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of Effective Time or the termination of date, if any, on which this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parentis terminated: (i) Enter into The Company and its Subsidiaries shall not adopt any new line of business change in the Company Organizational Documents; (it being understood that this clause ii) The Company and its Subsidiaries shall not acquire or agree to acquire or lease (i) shall not prohibit by merging or consolidating with, or by purchasing a substantial portion of the Company assets of, or its Subsidiaries from introducingby any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (ii) any assets other than assets that are used in the ordinary course of business consistent with past practice; (iii) The Company and its Subsidiaries shall not sell, lease, mortgage or otherwise encumber or subject to any new products Lien or applications within otherwise dispose of any material properties or assets, or stock or other ownership interests in any of its properties other than (i) in the Companyordinary course of business substantially consistent with past practice, (ii) any Permitted Liens and (iii) the Company shall be entitled to sell, transfer or otherwise dispose of the Parent Common Shares held by the Company as of the date of this Agreement either (A) in such manner and in such forms as shall be mutually agreed by Parent and the Company (with Parent’s current line agreement not to be unreasonably withheld) regarding the manner and form of businessesany such sale or (B) if the parties have not mutually agreed upon a proposed transaction in accordance with clause (A) above, Company may on any given trading day, sell in open market sales, which sales in the aggregate on any given day shall not exceed 10% of the average daily trading volume of the Parent Common Shares on the TSXV for the 30 trading days ending on the trading day immediately preceding such date (and the Company shall not solicit any such sale, transfer or other disposition that is not an open market sale other than through, and shall direct any unsolicited offers to purchase Parent Common Shares to, either Cormark Securities or ▇▇▇▇▇▇ Securities, unless otherwise agreed by Parent in writing); (iiiv) DeclareThe Company and its Subsidiaries shall not declare, set aside aside, or pay any dividends on or make any other distributions on shares of its capital stock; (whether in cashv) Except for issuances consistent with this Agreement, stockthe Company and its Subsidiaries shall not (i) issue, equity securities deliver or property) in respect of sell, or authorize or propose the issuance, delivery or sale of, any capital stock of the Company or its Subsidiaries, or any security convertible into or exercisable for either of the foregoing, other than the issuance of shares upon the exercise or vesting and delivery of Company Options, Company SARs, Company Warrants or Company RSUs that have been granted prior to the date of this Agreement, (ii) split, combine or reclassify any capital stock of the Company or its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any shares of capital stock, other than any such transaction by a wholly-owned Subsidiary stock of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; or its Subsidiaries or (iii) Purchaserepurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber acquire any shares of capital stock, Voting Debt stock of the Company or its Subsidiaries or any other securities convertible into shares of capital stock thereof or Voting Debt, or subscriptions, any rights, warrants or options to acquire any such shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or other securities; (vi) The Company and its Subsidiaries shall not enter into other agreements any contract or commitments agreement that limits or otherwise restrains the Company or its Subsidiaries from competing in or conducting any line of business or engaging in business in any character obligating it to significant geographic area; (vii) Other than as approved by the Parent, the Company and its Subsidiaries shall not (i) incur any indebtedness for borrowed money or guarantee any indebtedness of another Person, issue or sell any such debt securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights to acquire any debt securities of the Company or its Subsidiaries, enter into any “keep well” or other agreement to maintain any financial condition of another Person, except for borrowings under its existing on line of credit or under its other existing debt arrangements for working capital purposes, indebtedness under any material contract, and, for the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereofavoidance of doubt, (B) grants of stock options to purchase Company Common Stock granted trade, revolving corporate card accounts and other similar credit in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a wholebusiness, or (Bii) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make make any loans, advances or capital contributions to, or investments in, any other PersonPerson in which the Company or its Subsidiaries does not hold directly or indirectly all of the outstanding equity interests; (viii) Except as set forth in the Company Disclosure Schedule and except as may be required by applicable Law or existing contractual obligations, other than: the Company and its Subsidiaries shall not (Ai) loans materially increase the compensation payable or investments by it to become payable to any of its officers, directors or a whollyemployees (except, with respect to non-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of itexecutive officer employees, or (B) employee loans or advances made annual merit increases in the ordinary course of business consistent business) (ii) grant any severance or termination pay to any officers or directors, (iii) enter into or materially modify or amend any employment, severance or consulting agreement with past practicesany of its shareholders or any of its directors or officers or (iv) establish, adopt, enter into or amend in any material respect, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any of its directors or officers; (ix) except as may be required as a result of a change in applicable Law or in GAAP or a change in order to comply with SEC requirements, the Company or its Subsidiaries shall not change in any material respect any of its accounting or Tax accounting policies or its procedures; (x) Except as required by GAAP, as concurred Company and its Subsidiaries shall use its commercially reasonable efforts to ensure that it keeps in by force its independent auditors, material insurance policies (or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheetsubstantial equivalents thereof); (xi) Make The Company and its Subsidiaries shall not adopt a plan of complete or change any material Tax electionpartial liquidation, adopt dissolution, merger, consolidation, restructuring, recapitalization or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxesreorganization; (xii) Revalue The Company and its Subsidiaries shall not engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its assets affiliates, including any transactions, agreements, arrangements or make understandings with any change in accounting methodsaffiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, principles or practices, other than as that would be required by GAAP or by a Governmental Entityto be disclosed under Item 404; (xiii) (A) PayThe Company and its Subsidiaries shall not effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, dischargeaffecting in whole or in part any site of employment, settle facility, operating unit or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as employee of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the The Company and its Subsidiaries, taken as a whole, or, following the Effective Time, Subsidiaries shall use commercially reasonable efforts not to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, take any action that would prevent or impede the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code; (xixxv) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the The Company or and its Subsidiaries shall not agree or otherwise cause any employees of the Company or its Subsidiaries commit to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of do any of the foregoing, other than borrowings ; and (xvi) The Company and guarantees by the its Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at shall not take any time outstanding (action that would result in the aggregatebreach of any representation and warranty of the Company hereunder (except for representations and warranties made as of a specific date) pursuant such that Parent would have the right to (x) the Loan and Security terminate this Agreement, dated as of February 23, 2007, entered into by or that could be reasonably expected to prevent or delay the Company and Silicon Valley Bank (Closing or the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside consummation of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those transactions contemplated by this Agreement. Nothing contained in this Agreement shall give Parent, directly or indirectly, rights to control or direct the Company’s capital expenditure budget in effect onoperations prior to the Effective Time.

Required Consent. In addition, without limiting the generality of Section 4.1(a)4.1, except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Parent Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqPurchaser (which consent shall not be unreasonably withheld), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company shall not do any of the following, and Parent shall not permit any of its Subsidiaries the Company to do any of the following, without the prior written consent of Parent: (i) Enter into Cause, permit or propose any new line of business (it being understood that this clause (i) shall not prohibit amendments to the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)Charter Documents; (ii) Adopt a plan of complete or partial liquidation or dissolution; (iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iiiiv) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereofstock; (ivv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any material equity or voting interest in or a material portion of the assets of, or by any other similar manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeCompany; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariesbusiness; (ixviii) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (xix) Except as required by GAAP, GAAP as concurred in agreed to by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xix) Make any Tax election or accounting method change that is reasonably likely to adversely affect in any material respect the Tax election, adopt liability or change any material Tax accounting method, attributes of the Company following the Closing Date or settle or compromise any material income Tax liability, file any amended Tax Return liability or consent to any extension or waiver of any limitation period with respect to Taxes; (xiixi) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiarybusiness; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xvxii) Grant any exclusive rights with respect to any Company Intellectual PropertyProperty except in the ordinary course of business; (xvixiii) Enter into, into or renew, renew any Contracts with a value in excess of $20,000 or containing, or otherwise subject subjecting the Surviving Corporation or Parent Company to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or ParentCompany, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other thanbusiness, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xviixiv) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, Take any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) or is reasonably likely to result in any of the Code; (xix) Hire employees other than in conditions to the ordinary course of business; (xx) Terminate any employees sale and transfer of the Company Shares set forth in Article I not being satisfied or its Subsidiaries or otherwise cause any employees that would impair the ability of Sellers to consummate the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented transactions contemplated hereby in accordance with the Company’s past practices)terms hereof or materially delay such consummation; (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxiixv) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its SubsidiariesCompany, guarantee any debt securities of another Person, enter into any “"keep well” " or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business and consistent with past practices; (xvi) Modify the compensation of, or make pay any special bonus to, any employee or commit to make any capital expenditures in excess officer of $750,000 beyond those contained in the Company’s capital expenditure budget ; or (xvii) Agree in effect onwriting or otherwise to take any of the actions described in (i) through (xvi) above.

Required Consent. No Unitholder shall Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder that restricts the Transfer of Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such Unitholder). In addition, without limiting the generality addition to complying with any other provisions regarding Transfer of Section 4.1(a), except as permitted by the terms of this Equity Securities set forth herein or in any applicable Equity Agreement, and except as provided no Unitholder shall (directly or indirectly through a transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, Equity Securities without first obtaining the prior written consent of Parent: the Board, which consent may be withheld in the Board’s sole discretion; provided, that such Unitholder may Transfer Equity Securities (without the Board’s prior written consent, but subject to the other provisions of this Agreement or any applicable Equity Agreement) (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducingpursuant to an Approved Sale, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declarepursuant to any forfeiture or repurchase provisions set forth in any applicable Employment Agreement or Equity Agreement, set aside (iii) pursuant to an Exchange effected pursuant to Section 9.9, or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or propertyiv) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any to such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation Unitholder’s Permitted Transferees so long as such Unitholder retains voting control of such transaction in the ordinary course of businessEquity Securities; provided, however, that nothing herein if such Unitholder Transfers any interests in any Units to a Permitted Transferee and such Person ceases to be a Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Unitholder making such initial Transfer. M6 LLC, M7 LLC or M8 LLC shall each only hold Class A Common Units and shall each cause their respective members, and their respective members agree by joinder to this Agreement, to comply with the provisions of this Agreement, including the application of the following sentence of this Section 9.1. If, at the time of a proposed Transfer of Equity Securities, property other than cash, cash equivalents or Marketable Securities has been distributed or paid subject to contingencies or restrictions that affect its Fair Market Value and such property is not considered a Distribution, then the Transferring Unitholder shall ensure that the Transferee will accept such Transferred Equity Securities subject to all of the provisions of this Agreement (and take all such further action as may be advisable in connection therewith). Except as otherwise expressly provided herein, it shall be construed as prohibiting a condition precedent to any Transfer of any Class A Common Unit that constitutes a portion of a Combined Unit that, concurrently with such Transfer, such transferring Member shall also Transfer to the Company from granting Company Options transferee a corresponding share of Noneconomic Stock. Any Transfer that are Routine Grants; is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (iiiand a breach of this Agreement by such Member) Purchase, redeem or otherwise acquire, directly or indirectly, any shares and shall be null and void ab initio. The certificate of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination incorporation of the employment relationship with any employee Public Offering Entity (as amended and in effect from time to time) shall govern the conversion of Class B Common Stock or upon the resignation of any director or consultantClass C Common Stock, in each caseas applicable, to Class A Common Stock, and a conversion pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof and in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants such certificate of stock options to purchase Company Common Stock granted in incorporation of the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) Public Offering Entity shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the be considered a “Routine Grants”, and Transfer” for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except (w) as expressly contemplated or permitted by the terms of this Agreement, and except (x) as provided required by Legal Requirements, (y) as set forth in Article IV Section 4.1(b) of the Company Disclosure Letter Letter, or (z) as required approved by applicable Legal Requirements Parent in writing (which approval shall not be unreasonably withheld, delayed or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into adopt or propose to adopt any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within change to the Company’s current line of businesses)Charter Documents; (ii) Declaredeclare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (other than dividends or other distributions to the Company and/or its wholly-owned Subsidiaries) or split, combine or reclassify any capital stock (other than with respect to the capital stock of any direct or indirect wholly-owned Subsidiaries of the Company) or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iii) Purchasepurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of except for unvested shares at cost or for de minimis consideration in connection with either of Company Restricted Stock forfeited to the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereofCompany; (iv) Issue, deliverissue, sell, authorizetransfer, pledge pledge, redeem, accelerate rights under, dispose of or otherwise encumber encumber, or authorize the issuance, sale, transfer, pledge, redemption, acceleration of rights under, disposition or encumbrance of, any shares of its capital stockstock of any class, Voting Debt or any options, warrants, convertible securities convertible into shares or other rights of capital stock or Voting Debt, or subscriptions, rights, warrants or options any kind to acquire any shares of its capital stock or Voting Debt stock, or any securities convertible into shares other ownership interest in the Company or any of capital stock or Voting Debtits Subsidiaries, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: except in each case (A) issuances for the issuance of shares of Company Common Stock upon the exercise of the Company Options, warrants or other rights Options outstanding as of the Company existing on the date hereof of this Agreement or granted under clause (C) below, in each case, in accordance with their present terms or granted pursuant to clauses (B) or (C) hereofterms, (B) pursuant to grants of stock options to purchase Company Common Stock granted rights in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees practices under the Company Stock Plans outstanding on the date hereof, ESPP and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof Options in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Termspractice; provided, however, that (v) such grants of Company Options and rights under the stock option grants pursuant to clause (C) Company ESPP shall not exceed grants the equivalent of options to acquire 30,000 twenty thousand (20,000) shares of Company Common Stock to any individual individually or grants of options to acquire 300,000 five hundred thousand (500,000) shares of Company Common Stock to all such individuals in the aggregate aggregate, in each case, in any three-month period, (w) such Company Option grants shall only be provided to employees of the grants describedCompany or any of its Subsidiaries whose annual base salary is no more than $100,000 (or its equivalent in a foreign currency), and subject (x) Company Options may only be granted with an exercise price equal to the limitations, in clauses (B) and (C), grant date fair market value of the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2y) a vesting schedule no more favorable than one-quarter grants of Restricted Stock may be made and (1/4z) no Company Options containing change of control provision may be issued; provided, further, that nothing in this subsection (iv) shall prohibit the Company from granting any equity awards specifically required pursuant to Contracts binding on the one-year anniversary Company as set forth in Item 1 of Section 4.1(b)(iv) of the date of grant, Company Disclosure Letter and one-forty-eighth (1/48) on each monthly anniversary of such awards shall not count against the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)foregoing limits; (v) Cause, permit or propose enter into any amendments to the Company Charter Documents or any new line of the Subsidiary Charter Documents of the Company’s Subsidiariesbusiness; (vi) Acquire acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of all or substantially all the assets of, or by any other manner, any business or any Person or division thereof; (vii) except for purchases of inventory in the ordinary course of business consistent with past practice, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to the business of the Company and its Subsidiaries for consideration in excess of $5,000,000 in any one case or $25,000,000 in the aggregate or solicit or participate in any negotiations with respect to the foregoing; (viii) enter into any agreement with respect to the formation of any joint venture, strategic partnership or alliance; (ix) except for the sale or licenses of Company Products in the ordinary course of business and in a manner consistent with past practice, sell, lease, license, sell and leaseback, mortgage, encumber or otherwise dispose of any properties or assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (viix) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to effect any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable restructuring activities by the Company or any of its Subsidiaries upon no more Subsidiaries, including any material reductions in force, or any lease terminations or restructuring of contracts other than twelve (12) months prior notice the completion of previously announced restructuring activities, which have been disclosed to Parent and which does not contain any exclusive dealing arrangementsdescribed as “Phase II” restructuring; (viiixi) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make make any loans, extensions of credit or financing, advances or capital contributions to, or investments in, or grant extended payment terms to any other Person, other than: (A) loans or investments by it the Company or a wholly-owned Subsidiary of it the Company to or in it the Company or any wholly-owned Subsidiary of itthe Company, (B) subject to Legal Requirements, employee loans or advances for travel and entertainment and other business expenses made in the ordinary course of business consistent with past practice, or (C) extensions of credit or financing to, or extended payment terms for, customers made in the ordinary course of business consistent with past practice; (xii) except as required by GAAP, as concurred in by its independent auditors, make any change in its methods or principles of accounting or revalue any of its assets; (xiii) (A) amend any material Tax Returns, make any material election relating to Taxes, change any material election relating to Taxes already made, adopt any material accounting method relating to Taxes, change any material accounting method relating to Taxes unless required by a change in the Code, or (B) employee loans settle, consent, or advances made enter into any closing agreement relating to any Audit or consent to any waiver of the statutory period of limitations in respect of any Audit; (xiv) cancel or terminate without reasonable substitute policy therefor, or amend in any material respect or enter into, any material insurance policy, other than the renewal of existing insurance policies; (xv) pay, discharge, settle or satisfy any claims, litigation, liabilities, or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practices, of liabilities that are not material, individually or in the aggregate, to the Company and its Subsidiaries and are incurred in the ordinary course of business consistent with past practices; (xxvi) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of Contracts currently binding on the Company Disclosure Letter)or its Subsidiaries, (1A) increase in any manner the amount of compensation or fringe benefits of, or pay or grant any bonus or special remuneration (cashbonus, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ change of control, severance or termination pay to to, any Employee, consultant /Service Provider or director of the Company or any Subsidiary of the Company (Company, other than salary increases and bonuses, in each case, made or payments to employees that are not officers of the Company in the ordinary course of business business, consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company)practice, (2B) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Plan, (3C) waive any stock repurchase rights, accelerate, amend or change the period of vesting or exercisability of Company Options or Company Restricted StockOptions, or reprice any Company Options or authorize cash payments in exchange for any Company Options, or (4D) enter into into, modify or amend any employment, severance, termination Employee Agreement or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, Employee/Service Provider (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will,” without or modifications whereby an Employee/Service Provider waives the Company right to acceleration, or its Subsidiaries incurring any material liability or financial obligation and who are not officers)agrees to the cancellation of, (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock Option or other award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7E) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; providedhereby (either alone or upon the occurrence of additional or subsequent events), howeveror (F) establish, adopt or amend (except as required by law) any collective bargaining, bonus, profit-sharing, thrift, pension, retirement or other similar benefit plan or arrangement covering any Employee/Service Provider, provided however that nothing herein contained in this subsection (xvi) shall be construed as prohibiting prevent the Company or its Subsidiaries (A) from granting Company Options entering into employment agreements, offer letters or retention agreements with non-officer employees in the ordinary course of business consistent with past practice and (B) from increasing annual compensation of non-officer employees and from providing for or amending bonus arrangements for non-officer employees in the ordinary course of compensation reviews (to the extent that such compensation increases and new or amended bonus arrangements are Routine Grantsconsistent with past practice and do not result in a material increases in benefits or compensation expense); and provided, provided further, that nothing herein in this subsection (xvi) or any other provision in this Section 4.1 shall limit prohibit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Codetaking, or (B) otherwise require the Company to reduce or prevent obtain Parent’s approval to take, any and all action necessary to implement and satisfy its obligations under the imposition on any Employee or other “disqualified individual” Retention Arrangements (as defined in Code Section 280G and the regulations thereunder5.9(h) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheldhereof); (xvxvii) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, enter into any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any (A) non-competition, “most favored nations,” or unpaid future deliverables rights or provisions of any type or scope, or (B) exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Takeprovide any material refund, credit or agree rebate to takeany customer, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees reseller or distributor, in each case, other than in the ordinary course of businessbusiness consistent with past practice; (xxxix) Terminate any employees of the Company incur or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur assume any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (A) in connection with the financing of ordinary course trade payables consistent with past practice, (B) pursuant to existing credit facilities as in effect on the date hereof and consistent with past practices, or (C) loans, investments or guarantees by the Company or any of its Subsidiaries to, in or of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by its Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiiixx) Make create or otherwise incur any individual Lien on any material asset of the Company or series any of related payments its Subsidiaries other than in excess of $250,000 outside of the ordinary course of business consistent with past practice; (xxi) enter into, modify or make amend, or commit to make terminate any capital expenditures Company Material Contract, or waive, release or assign any material rights or claims thereunder, in excess of $750,000 beyond those contained each case other than in the Company’s capital expenditure budget ordinary course of business consistent with past practice, provided that for purposes of this Section 4.1(b)(xxi) the reference to $50,000,000 in effect onSection 2.14(a)(ix) shall be replaced with “$25,000,000”; (xxii) take any action (A) with the intent or for the purpose of preventing, impairing or delaying the Merger and the other transactions contemplated by this Agreement, or (B) that would reasonably be expected to prevent, impair (other than in an immaterial manner) or delay (other than in an immaterial manner) the consummation of the Merger and the other transactions contemplated by this Agreement, including any action that would reasonably be expected to prevent (other than in an immaterial manner), impair (other than in an immaterial manner), delay (other than in an immaterial manner) or adversely affect (other than in an immaterial manner) the ability of Parent and the Company to obtain the approvals set forth in 6.1(e); or (xxiii) take, commit, or agree (in writing or otherwise) or announce the intention to take, any of the actions described in clauses (i) through (xxii) above in this Section 4.1(b).

Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)business; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed business consistent with past practice and except as prohibiting the Company from granting Company Options that are Routine Grantspermitted under Section 4.1(b)(iv); (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt Debt, other voting securities or any securities convertible into shares of capital stock stock, Voting Debt or Voting Debtother voting securities, or subscriptions, rightsrights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants or options to acquire any shares of capital stock or stock, Voting Debt Debt, other voting securities or any securities convertible into shares of capital stock stock, Voting Debt or Voting Debtother voting securities, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company Options existing on the date hereof in accordance with their present terms or granted pursuant to clauses clause (BC) or hereof in accordance with their terms at the time of grant and the requirements of clause (C) hereof, ; (B) grants issuance of stock options to purchase shares of Company Common Stock granted to participants in the ordinary course of business consistent Company Purchase Plan pursuant to its present terms (or as it may be modified in accordance with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and Section 5.9(c)); (C) grants of stock options or other stock based awards to purchase employees of the Company or its Subsidiaries (other than executive officers and members of senior management) to acquire, individually, up to 50,000 shares (as adjusted for stock splits and the like and taking into account any Company Options granted since June 24, 2005) of Company Common Stock and, in the aggregate, up to 1,000,000 shares (as adjusted for stock splits and the like and taking into account any Company Options granted to existing since June 24, 2005) of Company employees (other than to directors and officers)Common Stock in any 30-day period, granted under the Company Stock Plans outstanding on the date hereof Option Plans, in each case in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions or to new hires and in each case on Standard Terms; provided, however, that the which options or stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) based awards have a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, ratable monthly installments that vest over not less than four years and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of this Agreement, the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following or in connection with the Merger Merger; (D) issuances of Company Common Stock upon the exercise of Company Warrants existing on the date hereof; and (4E) with issuances by a period for exercisability under such option following termination wholly-owned Subsidiary of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death the Company to the Company or total and permanent disability)its wholly-owned Subsidiaries; (v) Cause, permit or propose any amendments to the Company Charter Documents or adopt any amendments to any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, alliance (in each case, other than reseller and licensing agreements entered into, and containing terms, into in the ordinary course of business consistent with past practice, in each case, ) that is terminable by would reasonably be expected to be material to the business of the Company or any of and its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangementsSubsidiaries, taken as a whole; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease lease, license, encumbrance or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual the licenses of the current Company Products Products, in each case, in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariespractice; (ix) Any material reductions in force, lease terminations, restructuring of contracts or similar actions; (x) Make any loans, extensions of credit or financing, advances or capital contributions to, or investments in, or grant extended payment terms to any other Person, other than: (Aa) loans or investments by it the Company or a wholly-owned Subsidiary of it the Company to or in it the Company or any wholly-owned Subsidiary of itthe Company, or (Bb) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicespractice, or (c) extensions of credit or financing to, or extended payment terms for, customers made in the ordinary course of business consistent with past practice; (xxi) Except as required by GAAP, concurrent changes in GAAP or the SEC as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date or revalue any of the Company Balance Sheetits assets; (xixii) Make or change any material Tax electionelection in respect of Taxes, adopt or change any material Tax accounting methodmethod in respect of Taxes, enter into any agreement or settle any claim or compromise any material Tax liability, file any amended Tax Return assessment in respect of Taxes or consent to any extension or waiver of any the limitation period with applicable to any claim or assessment in respect to of Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred Except in the ordinary course of business consistent with past practice, enter into any licensing, distribution, supply, procurement, manufacturing, marketing, OEM, VAR, system integrator, system outsourcer or other similar contracts, agreements, or obligations which either (a) may not be canceled without penalty by the Company or its Subsidiaries upon notice of 30 days or less and which provide for goods and services express payments by or to the Company or its Subsidiaries in an amount in excess of $1,000,000 in any one year or (zb) otherwise which involve any exclusive terms of any kind which are binding on the Company or any of its Subsidiaries; (xiv) Cancel or terminate or allow to lapse without reasonable substitute policy therefor, or amend in any material respect or enter into, any material insurance policy, other than the renewal of existing insurance policies on substantially the same terms as in effect on the date hereof; (xv) Commence or settle any lawsuit, threat of any lawsuit or proceeding or other investigation by or against the Company or any Subsidiary or relating to any of their businesses, properties or assets, other than settlements with prejudice entered into in the ordinary course of business consistent with past practice or in accordance with their terms, and requiring of claims the Company and its Subsidiaries only the payment of monetary damages not in excess exceeding $250,000 net of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to insurance payments received by the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xivxvi) Except as required by Legal Requirements or as required by any Requirements, Company Employee Plan Plans or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of Agreements currently binding on the Company Disclosure Letter)or its Subsidiaries, (1) increase in any manner the amount of compensation or fringe benefits of, pay or grant any bonus or special remuneration (cashbonus, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ change of control, severance or termination pay to any Employee, consultant Employee or director of the Company or any Subsidiary of the Company (other than salary annual increases and bonuses, in each case, made pay in connection with annual performance reviews to current non-officer Employees granted in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company)practice, (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Employee Agreement, Company Employee Plan or International Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the contributions, to any Employee Agreement, Company Employee Plan as in effect as of the date hereof, to any Company or International Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted StockWarrants, or reprice any Company Options or Company Warrants or authorize cash payments in exchange for any Company OptionsOptions or Company Warrants, or (4) enter into into, modify or amend any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, Agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company ”) or its Subsidiaries incurring any material liability indemnification agreement with any Employee or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheldcollective bargaining agreement; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvixvii) Enter into, or renew, into any Contracts Contract containing, or otherwise subject the Surviving Corporation or Parent to, any terms providing for non-competition, exclusivity exclusivity, “most favored nations”, unpaid future deliverables, service requirements outside the ordinary course of business or future royalty payments (other than current royalty product offerings as set forth on the Company’s current price list), or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) TakeProvide any material refund, credit, rebate or agree other allowance to takeany end user, any action that would prevent customer, reseller or distributor, in each case, other than in the Merger from qualifying as a “reorganization” within the meaning ordinary course of Section 368(a) of the Codebusiness consistent with past practice; (xix) Hire any non-officer employees other than in the ordinary course of businessbusiness consistent with past practice or hire, elect or appoint any officers or directors; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of itSubsidiary) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Companyi) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into guarantee by the Company and Silicon Valley Bank (of the “SVB Facility”), as amended from time to time, obligations of its wholly-owned Subsidiary in the ordinary course of business consistent with past practice or (yii) in connection with the financing of trade payables in the ordinary course of business consistent with past practice; (xxi) Enter into any replacement credit facility on terms not materially less favorable (including agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to guarantees by any real property or alter, amend, modify or terminate any of the terms of any lease, in each case that is material to the business of the Company and its Subsidiaries, taken as a whole; (xxii) Enter into, modify or amend in a manner adverse in any material respect to the Company than the SVB Facility (provided that prior or any of its Subsidiaries, or terminate any Company Material Contract, or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse in any material respect to or concurrently with entering into any replacement facility, the Company shall pay all liabilitiesand its Subsidiaries, obligations and fees owed under taken as a whole, other than any entry into, modification, amendment or termination of any such Company Material Contract in the SVB Facility)ordinary course of business consistent with past practice; (xxiii) Make any individual material purchase of fixed assets or series of related payments other long-term assets other than in excess of $250,000 outside of the ordinary course of business consistent with past practice; (xxiv) Enter into, modify or make amend any Service Engagement Order in a manner that restricts the rights of the Company or commit any of its Subsidiaries to make use, transfer, license or enforce any capital expenditures of its Intellectual Property Rights in excess or to any of $750,000 beyond those contained in the Company’s capital expenditure budget or its Subsidiaries’ core software products or grants any third Person any exclusive or ownership rights in effect onor to any of the Company’s or its Subsidiaries’ core software products; or (xxv) Take, commit, or agree (in writing or otherwise) or announce the intention to take, any of the actions described in Sections 4.1(b)(i) through 4.1(b)(xxiv) hereof, or any other action that would reasonably be expected to prevent the Company from performing, or cause the Company not to perform, its obligations hereunder or otherwise prevent or materially delay the consummation of the transactions contemplated hereby.

Required Consent. In addition, without limiting No Unitholder may Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder which restricts the generality Transfer of Section 4.1(asuch Equity Securities (including any Equity Agreement), . No Unitholder may (directly or indirectly through a Transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without (a) with the prior written consent of Parent: the Board, which consent may be withheld in its sole discretion; (ib) Enter into subject to the other provisions of this Agreement, including the Approved Exit provisions in Section 9.2, or any new line of business applicable Equity Agreement; (it being understood that this clause c) pursuant to any forfeiture or repurchase provisions set forth in any applicable Equity Agreement; or (id) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Companyto such Unitholder’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of businessPermitted Transferees; provided, however, that nothing herein shall (i) if a Unitholder Transfers any interests in any Units to a Permitted Transferee and such Transferee ceases to be construed as prohibiting a Permitted Transferee of such Unitholder, then such Transferee shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Company from granting Company Options that are Routine Grants; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any Unitholder making such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereofinitial Transfer, and (Cii) grants each holder of stock options Incentive Units must retain voting control of any Equity Securities following the Transfer thereof to purchase Company Common Stock granted its Permitted Transferee. If the Board provides written consent to existing Company employees (other than to directors and officers), a Transfer under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (Ca) of this Section 9.1, then such Transfer shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and be subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes other provisions of this Section 4.1(b)(iv)Article IX. If, “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant a proposed Transfer of Equity Securities, property other than cash, cash equivalents or Marketable Securities has been distributed or paid, such property is subject to contingencies or restrictions that affect its Fair Market Value and such property is not considered a share of Company Common StockClass A Unit Cash Outflow, (2) a vesting schedule no more favorable than one-quarter (1/4) on then the one-year anniversary transferring Unitholder shall ensure that the Transferee shall accept such Transferred Equity Securities subject to all of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date provisions of this Agreement), other than including the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning provisions of Section 368(a9.2(f) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (take all such further action as may be advisable in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”connection therewith), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (material to it being understood that this clause (i) shall not prohibit the Company or and its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)taken as a whole; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares Company Unvested Common Stock at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rightsrights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company Options existing on the date hereof or granted pursuant to clause (C) hereof in accordance with their present terms (or granted terms at the time of grant in the case of grants made pursuant to clauses (B) or clause (C) hereof, ); (B) issuance of shares of Company Common Stock to participants in the Company Purchase Plan pursuant to the terms thereof; and (C) grants of stock options or other stock based awards to purchase employees of the Company or its Subsidiaries (other than executive officers and members of senior management) to acquire, individually, up to 10,000 shares (as adjusted for stock splits and the like) of Company Common Stock and, in the aggregate, up to 200,000 shares (as adjusted for stock splits and the like) of Company Common Stock in any 30-day period, granted under the Company Stock Option Plans, in each case in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice practices in connection with annual compensation reviews or ordinary course promotions or to new hires and in each case on Standard Terms; provided, however, that the which options or stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) based awards have a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, ratable monthly installments that vest over not less than four years and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of this Agreement, the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following or in connection with the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)Merger; (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a wholeCompany; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease lease, license, encumbrance or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of Company or the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the current Company Products Products, in each case, in the ordinary course of business and in a manner consistent with past practice having no practice; (ix) Effect any material support, maintenance or service obligations other than those obligations that are terminable restructuring activities by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability Subsidiaries, including any material reductions in force, lease terminations, restructuring of contracts or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariessimilar actions; (ixx) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (Aa) loans or investments by it the Company or a wholly-owned Subsidiary of it the Company to or in it the Company or any wholly-owned Subsidiary of itthe Company, or (Bb) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practices; (xxi) Except as required by GAAP, concurrent changes in GAAP or the SEC as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date or revalue any of the Company Balance Sheetits assets; (xixii) Make or change any material Tax electionelection in respect of Taxes, adopt or change any material Tax accounting methodmethod in respect of Taxes, enter into any agreement or settle or compromise any material Tax liability, file any amended Tax Return claim or assessment in respect of Taxes or consent to any extension or waiver of any the limitation period with applicable to any claim or assessment in respect to of Taxes; (xii) Revalue any of , in each case that would adversely affect the Company or its assets Subsidiaries, or make any change in accounting methods, principles Parent or practices, other than as required by GAAP or by a Governmental Entityits Subsidiaries after the Closing; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise Except in the ordinary course of business consistent with past practice practice, enter into any licensing, distribution, supply, procurement, manufacturing, marketing, OEM, VAR, system integrator, system outsourcer or other similar contracts, agreements, or obligations which either (a) may not be canceled without penalty by the Company or its Subsidiaries upon notice of 30 days or less and which provide for express payments by or to the Company or its Subsidiaries in accordance with their terms, of claims not an amount in excess of $100,000 individually or $1,000,000 20 million in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, one year or (Bb) waive which involve any exclusive terms of any kind which are binding on the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiarySubsidiaries; (xiv) Cancel or terminate without reasonable substitute policy therefor, or amend in any material respect or enter into, any material insurance policy, other than the renewal of existing insurance policies on substantially the same terms as in effect on the date hereof; (xv) Commence or settle any lawsuit, threat of any lawsuit or proceeding or other investigation by or against the Company or any Subsidiary or relating to any of their businesses, properties or assets, other than settlements with prejudice entered into in the ordinary course of business and requiring of the Company and its Subsidiaries only the payment of monetary damages not exceeding $250,000, net of any insurance payments received by the Company; (xvi) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of Contracts currently binding on the Company Disclosure Letter)or its Subsidiaries, (1) increase in any manner the amount of compensation or fringe benefits of, pay or grant any bonus or special remuneration (cashbonus, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ change of control, severance or termination pay to any Employee, consultant Employee or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Unvested Common Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, or (4) enter into any employment, severance, termination Employee Agreement or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company ”) or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheldcollectively bargained agreement; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvixvii) Enter into, or renew, into any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity exclusivity, “most favored nations” or other preferential pricing or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, following the Closing, except for exclusivity or preferential pricing provisions which is material to would not restrict the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none assets of Parent nor any of or its Subsidiaries (other than, following the Closing, than the Surviving Corporation or Corporation) in any way and that are entered into in the ordinary course of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries)business consistent with past practice; (xviii) TakeProvide any material refund, credit, rebate or agree other allowance to takeany end user, any action that would prevent customer, reseller or distributor, in each case, other than in the Merger from qualifying as a “reorganization” within the meaning ordinary course of Section 368(a) of the Codebusiness consistent with past practice; (xix) Hire any non-officer employees other than in the ordinary course of businessbusiness consistent with past practice or hire, elect or appoint any officers or directors; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Companyi) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into guarantee by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, of obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments its wholly-owned Subsidiaries in excess of $250,000 outside of the ordinary course of business or make (ii) in connection with the financing of ordinary course trade payables consistent with past practice; (xxi) Enter into, modify or commit amend in a manner adverse in any material respect to make the Company, or terminate any capital expenditures Company Material Contract, or waive, release or assign any material rights or claims thereunder, in excess each case, in a manner adverse in any material respect to the Company and its Subsidiaries taken as a whole, other than any entry into, modification, amendment or termination of $750,000 beyond those contained any such Company Material Contract in the Company’s capital expenditure budget ordinary course of business, consistent with past practice; or (xxii) Take, commit, or agree in effect onwriting or otherwise to take, any of the actions described in Sections 4.1(b)(i) through 4.1(b)(xxi) hereof, or any other action that would prevent the Company from performing, or cause the Company not to perform, their respective covenants or agreements hereunder.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this AgreementAgreement or as required by Legal Requirements, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (material to it being understood that this clause (i) shall not prohibit the Company or and its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)taken as a whole; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares Company Unvested Common Stock at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rightsrights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company Options existing on the date hereof or granted pursuant to clause (C) hereof in accordance with their present terms (or granted terms at the time of grant in the case of grants made pursuant to clauses (B) or clause (C) hereof, ); (B) issuance of shares of Company Common Stock to participants in the Company Purchase Plan pursuant to the terms thereof and (C) grants of stock options or other stock based awards to purchase employees of the Company or its Subsidiaries to acquire, individually, up to 30,000 shares (as adjusted for stock splits and the like) of Company Common Stock and, in the aggregate, up to 90,000 shares (as adjusted for stock splits and the like) of Company Common Stock in any 90-day period, granted under the Company Stock Option Plans, in each case in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice practices in connection with annual compensation reviews or ordinary course promotions or to new hires and in each case on Standard Terms; provided, however, that the which options or stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) based awards have a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, ratable monthly installments that vest over not less than four years and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of this Agreement, the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following or in connection with the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)Merger; (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Adopt or implement any stockholder rights plan, “poison pill” anti-takeover plan or other similar plan that, in each case, is applicable to Parent or the transactions contemplated by this Agreement, or amend, waive or terminate the Rights Agreement (other than as contemplated by this Agreement); (vii) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a wholeCompany; (viiviii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viiiix) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease lease, license, encumbrance or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of Company or the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the current Company Products Products, in each case, in the ordinary course of business and in a manner consistent with past practice having no practice, including without limitation, with respect to the terms and conditions of any such sale, lease, license, encumbrance or other disposition; (x) effect any material support, maintenance or service obligations other than those obligations that are terminable restructuring activities by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability Subsidiaries, including any material reductions in force, lease terminations, restructuring of contracts or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariessimilar actions; (ixxi) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (Aa) loans or investments by it the Company or a wholly-owned Subsidiary of it the Company to or in it the Company or any wholly-owned Subsidiary of itthe Company, or (Bb) employee loans or advances for travel and entertainment expenses, personal computer equipment or tuition reimbursement made in the ordinary course of business consistent with past practices; (xxii) Except as required by GAAP, concurrent changes in GAAP or the SEC as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date or revalue any of the Company Balance Sheetits assets; (xixiii) Make or change any material Tax electionelection in respect of Taxes, adopt or change any material Tax accounting methodmethod in respect of Taxes, enter into any closing agreement or settle or compromise any material Tax liabilityclaim or assessment in respect of Taxes, file any material amended Tax Return or consent to any extension or waiver of any the limitation period with applicable to any claim or assessment in respect to of Taxes; (xiixiv) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise Except in the ordinary course of business consistent with past practice practice, enter into any licensing, distribution, supply, procurement, manufacturing, marketing, OEM, VAR, system integrator, system outsourcer or other similar contracts, agreements, or obligations which either (a) may not be canceled without penalty by the Company or its Subsidiaries upon notice of 30 days or less and which provide for express payments by or to the Company or its Subsidiaries in accordance with their terms, of claims not an amount in excess of $100,000 individually or $1,000,000 250,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, one year or (Bb) waive which involve any exclusive terms of any kind which are binding on the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is Subsidiaries; (xv) Cancel or terminate without reasonable substitute policy therefor, or amend in any material respect, any material insurance policy naming the Company as a party beneficiary or a loss payee without notice to Parent; (xvi) Commence or settle any lawsuit, threat of which any lawsuit or proceeding or other investigation by or against the Company or any Subsidiary or relating to any of their businesses, properties or assets, other than settlements with prejudice entered into in the ordinary course of business and requiring of the Company and its Subsidiaries is a beneficiaryonly the payment of monetary damages not exceeding $250,000; (xivxvii) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of Contracts currently binding on the Company Disclosure Letter)or its Subsidiaries or pursuant to the Retention Plan, (1) increase in any manner the amount of compensation or fringe benefits of, pay or grant any bonus or special remuneration (cashbonus, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ change of control, severance or termination pay to any Employee, consultant Employee or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan)adopt, adopt or amend or make any commitment to adopt or amend amend, any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Unvested Common Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination Employee Agreement or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company ”) or its Subsidiaries incurring enter into any material liability or financial obligation and who are not officers)collectively bargained agreement, (5) make forgive any material oral or written representation or commitment with respect loans to any material aspect employees, officers or directors of the Company or any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Planits Subsidiaries, or any of their respective Affiliates, (6) grant enter into, amend, or extend any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee)collective bargaining agreement, or (7) enter into any agreement with any allocate bonus awards under a Company Employee the benefits of which are (Plan in whole a manner or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance amount not consistent with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheldpast practice; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvixviii) Enter into, or renew, into any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity exclusivity, “most favored nations” or other preferential pricing or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, following the Closing, except for exclusivity or preferential pricing provisions which is material to would not restrict the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none assets of Parent nor any of or its Subsidiaries (other than, following the Closing, than the Surviving Corporation or Corporation) in any way and that are entered into in the ordinary course of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codebusiness consistent with past practice; (xix) Provide any material refund, credit, rebate or other allowance to any end user, customer, reseller or distributor, in each case, other than in the ordinary course of business consistent with past practice; (xx) Hire any non-officer employees other than in the ordinary course of business; (xx) Terminate business consistent with past practice or hire, elect or appoint any employees of the Company officers or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices)directors; (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings in connection with the financing of ordinary course trade payables consistent with past practice; (and guarantees by the Subsidiaries of indebtedness incurred by xxii) Enter into, modify or amend in a manner adverse in any material respect to the Company) , or terminate any Company Material Contract, Contract required to be disclosed in Section 3.8 of up the Company Disclosure Letter, Company Government Contract or Company Government Subcontract or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse in any material respect to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”)its Subsidiaries taken as a whole, as amended from time other than any entry into, modification, amendment or termination of any such Company Material Contract, Contract required to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to be disclosed in Section 3.8 of the Company than Disclosure Letter, Company Government Contract or Company Government Subcontract in the SVB Facility (provided that prior to or concurrently ordinary course of business, consistent with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility);past practice; or (xxiii) Make Except as specifically permitted pursuant to Section 6.3(d), take, commit, or agree in writing or otherwise to take, any individual or series of related payments in excess of $250,000 outside of the ordinary course of business actions described in Sections 5.1(b)(i) through 5.1(b)(xxii) hereof, or make any other action that would prevent the Company from performing, or commit cause the Company not to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect onperform, their respective covenants or agreements hereunder.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Merger Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, following without the prior written consent of Parent:Parent (including by electronic mail): (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)business; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, capital stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereofstock; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) than issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)terms; (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s SubsidiariesDocuments; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or (other than in the aggregate, to the ordinary course of business of the Company and its Subsidiaries, taken as a wholeconsistent with past practice); (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership partnership, collaboration, license or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having practice); provided, however, that, notwithstanding anything to the contrary contained in this Agreement: (a) the Company may sell, lease, license, encumber or otherwise dispose of its rights to the First Milestone Payment, as defined in the Assignment Agreement dated December 19, 2005, by and between Genzyme Corporation and Company, as amended through the date hereof (the “Genzyme Agreement”), provided no material supportliabilities, maintenance contingent or service obligations other than those obligations that otherwise, are terminable or may be incurred by the Company pursuant to such disposition; and (b) the Company may sell, lease, license, encumber or any otherwise dispose of all of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to rights under the Company or its Subsidiaries or (C) for Genzyme Agreement, provided that the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable consideration received by the Company therefor is at least $6,200,000 and that no liabilities, contingent or any of its Subsidiaries within no more than three (3) years without liability otherwise, are or financial obligation to may be incurred by the Company or its Subsidiariespursuant to such disposition; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make Except as required by Tax law or change any material Tax electionother applicable Legal Requirements, adopt or change any material Tax accounting method, change any Tax accounting period, make, change or revoke any material Tax election, file any amended Tax Return, settle or compromise any material Tax liabilityliability or claims, file any amended Tax Return or consent agree to any an extension or waiver of any limitation period the statute of limitations with respect to the assessment or determination of Taxes, enter into any Tax indemnity, Tax allocation or Tax sharing agreement, enter into any private letter ruling, closing agreement or similar ruling or agreement with respect to any Tax or surrender any right to claim a Tax refund; provided, however, that if any of the foregoing actions in this Section 4.1(b)(xi) is required by any Tax law or other applicable Legal Requirements, the Company shall promptly provide Parent with written notification (including by electronic mail) of such action; (xii) Amend or modify, or propose to amend or modify, or otherwise take any action under, the Company Rights Agreement except pursuant to the modifications required by this Agreement; (xiii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiiixiv) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim)claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, GAAP or (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 10,000 individually or $1,000,000 50,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xivxv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a2.12(a)(i) or 2.12(a)(ii) of the Company Disclosure LetterLetter or in accordance with Section 4.1(a), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase the benefits payable under or the Company’s obligations with respect to any Company Employee Plan or Employee Agreement (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or Employee Agreement or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) except as otherwise provided herein, waive any stock repurchase rights, accelerate, amend or change the vesting terms or the period of exercisability of Company Options or Company Restricted StockOptions, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that or Employee Agreement unless such commitment is not materially either in accordance with the existing written terms and provision of such Company Employee PlanPlan or Employee Agreement or in accordance with the provisions of this Agreement, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), ) or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xvxvi) Grant or modify any exclusive rights with respect to any Company Intellectual Property; (xvixvii) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided thereinContracts; (xviixviii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its SubsidiariesCompany); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of businessEmployees; (xx) Terminate any employees Employees of the Company or its Subsidiaries or otherwise take actions that are reasonably calculated to cause any employees Employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in either case in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees Employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its SubsidiariesCompany, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual payments in excess of $10,000 or series of related payments in the aggregate in excess of $250,000 50,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained 10,000 individually or $50,000 in the aggregate, except in each case as otherwise required by a pre-existing contractual obligation; (xxiv) Modify or amend in a manner adverse in any material respect to the Company, or terminate any Company Scheduled Contract currently in effect, or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse in any material respect to the Company; (xxv) Take any action to exempt or make not subject to (i) the provisions of Section 203 of the DGCL; (ii) any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (iii) the Company Rights Agreement, any Person (other than Parent or Merger Sub and any other Subsidiary of Parent) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; (xxvi) Enter into any Contract requiring the Company to make any payment in excess of $10,000 individually or $50,000 in the aggregate if the Company were to be dissolved and liquidated; (xxvii) file a certificate of dissolution; or (xxviii) Agree in writing or otherwise to take any of the actions described in clauses (i) through (xxvii) above. For the avoidance of doubt, and notwithstanding anything to the contrary herein, none of the foregoing restrictions in clauses (i) through (xxviii) above shall in any way limit the Company’s capital expenditure budget in effect onability to perform its obligations under Section 1.6(b) of this Agreement.

Required Consent. In addition, without limiting the generality of Section 4.1(a5.01(a), except as permitted by the terms of this Agreement, and except as provided for matters set forth in Article IV Section 5.01(b) of the Company Disclosure Letter (specifying the applicable subparagraph of this Section 5.01(b)), expressly agreed to in writing by Parent or as required otherwise expressly permitted by applicable Legal Requirements or the regulations or requirements of Nasdaqthis Agreement, during the period from the date hereof of this Agreement and continuing until the earlier to occur of the date of the termination of this Agreement pursuant to its terms terms, the date directors designated by Parent or Sub have been elected to and shall constitute a majority of the Company Board of Directors or the Effective Time, the Company shall not do any of the followingnot, and shall not permit any of its Subsidiaries to to, do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (iA) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declaredeclare, set aside or pay any dividends on on, or make any other distributions (whether in cashrespect of, any of its capital stock, equity securities other than dividends and distributions by a direct or propertyindirect wholly owned subsidiary of the Company solely to its parent corporation, (B) in respect of any capital stock or split, combine combine, reclassify or reclassify take any similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any shares of its capital stock, (C) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other than any such transaction reorganization, or (D) except as provided for in Section 6.04 below and not otherwise prohibited by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; providedthis Section 5.01(b), however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iii) Purchasedirectly or indirectly purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber acquire any shares of capital stock, Voting Debt stock of the Company or any of its Subsidiaries or any other securities convertible into shares of capital stock thereof or Voting Debt, or subscriptions, any rights, warrants or options to acquire any such shares or other securities; (ii) issue, deliver, sell or grant, or authorize or propose the issuance, delivery, sale or grant of, (A) any shares of its capital stock or stock, (B) any Voting Company Debt or other voting securities, (C) any securities convertible into shares of capital stock or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Company Debt, or enter into other agreements or commitments of any character obligating it to issue any such voting securities or convertible or exchangeable securities, or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, other than: (A) issuances than the issuance of Company Common Stock upon the exercise of Company Options, warrants Options or other rights of the Company existing Warrants outstanding on the date hereof of this Agreement and in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)terms; (viii) Cause, permit amend or propose any amendments to the Company Charter Documents amend its certificate of incorporation, bylaws or any of the Subsidiary Charter Documents of the Company’s Subsidiariesother comparable charter or organizational documents; (viiv) Acquire acquire or agree to acquire (A) by merging or consolidating with, or by purchasing any a substantial equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person corporation, partnership, joint venture, association or other business organization or division thereof, thereof or (B) otherwise acquire or agree to acquire any assets which that are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole; (viiv) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding (A) grant or similar agreement with respect pay to any material joint venturecurrent or former director, strategic partnership officer or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course employee of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sellincrease in compensation, leasefringe benefits or bonus, license, encumber or otherwise dispose except to the extent required under employment agreements in effect as of any properties or assets except (A) the sale, lease or disposition (other than through licensing) date of property or assets which are not material, individually or the most recent audited financial statements included in the aggregate to the business of the Company and its SubsidiariesSEC Reports, taken as a whole, or (B) perpetual licenses grant to any current or former employee, officer or director of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability any increase in severance or financial obligation termination pay, except to the Company or its Subsidiaries or (C) for the provision extent required under any agreement in effect as of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change most recent audited financial statements included in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAPSEC Reports, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2C) make any increase in or commitment to increase the benefits or expand the eligibility under any Company Employee Plan (including any severance plan)Benefit Plan, adopt or amend or make any commitment to adopt or amend any Company Employee Benefit Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Benefit Plan, (3D) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4E) enter into any employment, severanceconsulting, indemnification, severance or termination or indemnification agreement with any Company Employee such employee, officer or director, (F) establish, adopt, enter into or amend in any material respect any collective bargaining agreementagreement or Company Benefit Plan, or (other than offer letters and letter agreements entered into G) take any action to accelerate any rights or benefits, or make any material determinations not in the ordinary course of business consistent with prior practice, under any collective bargaining agreement or Company Benefit Plan; (vi) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may be required by a change in GAAP; (vii) make any change in the signing authority of any employees; (viii) sell, lease (as lessor), license, pledge, grant any security interest in or otherwise dispose of or subject to any Lien any properties or assets, except sales of inventory in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), practice; (5ix) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other another Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, or (B) make any loans, advances or capital contributions to, or investments in, any other Person, other than borrowings (and guarantees by to or in the Subsidiaries Company or any direct or indirect wholly owned subsidiary of indebtedness incurred by the Company; (x) make or agree to make any capital expenditure or expenditures that are in excess of up to $15,000,000 at any time outstanding (5,000 individually, or $20,000 in the aggregate; (xi) pursuant to make or change any material Tax election or settle or compromise any material Tax liability or refund; (xxii) (A) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $10,000 individually or $50,000 in the Loan and Security Agreementaggregate, dated as other than the payment, discharge or satisfaction, in the ordinary course of February 23business consistent with past practice in accordance with their terms, 2007of liabilities reflected or reserved against in, entered into by or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company and Silicon Valley Bank included in the SEC Reports, (B) cancel any indebtedness in excess of $10,000 individually or $25,000 in the “SVB Facility”), as amended from time to timeaggregate or waive any claims or rights of material value, or (yC) waive the benefits of, or agree to modify in any replacement credit facility on terms not materially less favorable (including with respect manner, terminate, release any Person from or knowingly fail to guarantees by Subsidiaries) enforce any confidentiality, standstill or similar agreement to which the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility)of its Subsidiaries is a party or beneficiary; (xxiiixiii) Make enter into, renew, extend (other than any individual automatic extension on the terms of any Contract), amend, modify, waive any material provision of, or series of related terminate any Contract, in each case providing for payments in excess of $250,000 outside 10,000 over the term of such Contract (or until the date on which such Contract may be terminated by the Company without penalty); (xiv) grant any exclusive rights with respect to any material Intellectual Property; (xv) enter into or renew (other than any automatic extensions on the terms of any Contract) any Contracts containing, or otherwise subjecting the Company, the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the operation of the business of the Company or the Surviving Corporation or Parent; (xvi) enter into or renew (other than any automatic extensions on the terms of any Contract) any Contract the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any Intellectual Property owned at the Effective Time by Parent or any of its Subsidiaries; (xvii) enter into or renew any Contracts containing any material support, maintenance or service obligation, other than those obligations in the ordinary course of business consistent with past practice that are terminable by the Company or make any of its Subsidiaries on no more than 30 days notice without liability or commit financial obligation to the Company; (xviii) hire employees other than at-will employees in the ordinary course of business consistent with past practice and at compensation levels substantially comparable to that of similarly situated Employees; (xix) make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect onon the date hereof, a copy of which has been provided to Parent, or outside of the ordinary course of business consistent with past practice; (xx) other than in the ordinary course of business consistent with past practice, enter into, modify or amend in a manner adverse to the Company, or terminate any Company Material Contract currently in effect, or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse to the Company; (xxi) make any change in the lines of business in which it participates or is engaged; or (xxii) authorize, or commit or agree to take, any of the foregoing actions.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as required or otherwise permitted by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and except made available to Parent or as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeTime of the First Merger, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such a cash management transaction by between Company and a wholly-wholly owned Subsidiary of it that remains a wholly-it, or between wholly owned Subsidiary Subsidiaries of it after consummation of such transaction Company in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, Company Employee pursuant to stock option or purchase agreements Contracts in effect on the date hereof or entered into in the ordinary course of business after the date hereof; (iviii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: than (A) issuances in connection with the performance-based Company Restricted Stock Units listed in Section 5.9(c) of the Company Disclosure Schedule; (B) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of Company or the settlement of Company Restricted Stock Units existing on the date hereof in accordance with their present terms terms, including in connection with any exercise or settlement of any options or awards granted pursuant to clauses (B) or in clause (C) hereof, hereof that provide for vesting over a monthly four-year vesting schedule; and (BC) grants of stock options or other stock based awards (including Company Restricted Stock and Company Restricted Stock Units) of or to purchase acquire, shares of Company Common Stock granted under the Company Stock Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and on Standard Terms (as defined belowy) with respect to new stock options, granted with an exercise price equal to the fair market value of Company employees under the Company Common Stock Plans outstanding on the date hereofof grant, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, provided that the stock option grants pursuant to clause (C) shall not exceed grants total number of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to issuable upon all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do stock based awards may not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)exceed 378,000 shares; (viv) Cause, Cause or permit or propose any amendments to any of the Company Charter Documents or any of the Subsidiary Charter Documents of the any Subsidiary of Company’s Subsidiaries; (viv) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in all or a portion of the assets of, or by any other manner, any business or any Person or division or product line thereof, or otherwise acquire or agree to acquire any assets which that, in each such case, are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (viivi) Enter into any binding agreementContract, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any joint venture or joint development that is material, individually or in the aggregate, to the business of Company and its Subsidiaries, taken as a whole; (vii) Sell, lease, exclusively license, encumber or otherwise convey or dispose of any properties or assets material joint ventureto the business of Company and its Subsidiaries, strategic partnership taken as a whole, except (A) sales of inventory, products or allianceequipment in the ordinary course of business consistent with past practice or (B) the sale, excluding any stream partner, reseller, channel partner lease or similar agreements, in each case, entered into, and containing terms, disposition of excess or obsolete property or assets in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ixviii) Make any loans, advances or capital contributions to, or investments in, to any other Person, other than: (A) loans or investments by it or a wholly-wholly owned Subsidiary of it to or in it or any wholly-wholly owned Subsidiary of it, or (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicespractice or (C) pursuant to clause (v) above; (xix) Except as required by GAAP, as concurred in by its independent auditors, GAAP or by a Governmental Entitythe SEC, make any material change in its methods methods, principles or principles practices of accounting since the date of the Company Balance Sheetaccounting; (xix) Make or change any material Tax election, adopt or change any accounting method in respect of Taxes that affects in any material respect the Tax accounting methodliability or Tax attributes of Company or any of its Subsidiaries, file any material amended Tax Return, enter into any closing agreement in respect of material Taxes, settle or compromise any material Tax liability, file any amended Tax Return liability or consent to any extension or waiver of any limitation period with respect to material Taxes; (xiixi) Revalue any of its assets or make any change in accounting methods, principles or practices, other than Except as required by GAAP or by a Governmental Entitythe SEC, materially revalue any of its assets; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including threatened or actual litigation or any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlementsettlement or satisfaction, solely for cash in amounts not exceeding $100,000 individually or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred $300,000 in the ordinary course aggregate, net of business for goods and services any insurance proceeds received in connection with such payment, discharge, settlement or (z) otherwise satisfaction, in the ordinary course of business consistent with past practice practice, or in accordance with their terms(y) the discharge, settlement or satisfaction of claims any such litigation or dispute that does not in excess involve any payment by Company or any of $100,000 individually its Subsidiaries and does not impose any obligation on Company or $1,000,000 in the aggregateany of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to Company and its Subsidiaries, provided, that with respect to any matter under this clause (Ataken as a whole) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Companymanner, amend, terminate, assign, release any person Person from or knowingly fail to enforce enforce, any material confidentiality confidentiality, “standstill,” or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiii) Write up, write down or write off the book value of any asset, for Company and its Subsidiaries, taken as a whole, other than (A) in the ordinary course of business consistent with past practice, (B) as may be required by GAAP or (C) otherwise not in excess of $100,000 individually, or $300,000 in the aggregate; (xiv) Except as required by Legal Requirements Take any action to render inapplicable, or as required by to exempt any Company Employee Plan third Person (other than Parent or Employee Agreement in existence as Merger Subs) from, (A) the provisions of Section 203 of the date hereof and as set forth in Section 2.12(aDGCL or (B) any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of the Company Disclosure Letter), capital stock; (1A) Make any increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to to, any Employeeexecutive officer, consultant director or director employee of the Company or any Subsidiary of Company (provided that Company (i) may make customary quarterly bonus payments consistent with past practices and in accordance with Company Benefit Plans in effect on the date of this Agreement, (ii) immediately prior to the Effective Time of the First Merger, shall pay out to employees who will not be Continuing Employees (as defined in Section 5.9(a)(i)(1)) all bonus amounts accrued under such Company Benefit Plans through the Effective Time of the First Merger and (iii) immediately prior to the Effective Time of the First Merger, shall pay out all amounts payable pursuant to Company’s Change in Control Severance Benefit Plan (the “CIC Plan”) to those participants in the CIC Plan that either (x) are listed on Schedule 4.1(b)(xv) of the Company Disclosure Schedule or (other than salary increases and bonusesy) will not be a Continuing Employee, in each case, made case as if a Covered Termination (as defined in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company)CIC Plan) had occurred) , (2B) make any increase in or commitment to increase the benefits or expand the eligibility under any Company Employee Benefit Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Benefit Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Benefit Plan, (3C) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options Options, Company Restricted Stock or Company Restricted StockStock Units, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4D) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than (i) offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will,” without the Company or its Subsidiaries incurring provided that any material liability or financial obligation such offer letter does not provide for annual base compensation and who are not officers), bonus in excess of $210,000 except as provided in clause (5xix) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employeethis Section 4.1(b), or (7ii) severance Contracts with non-officer Company Employees entered into in the ordinary course of business consistent with past practice), or (E) enter into any agreement Contract with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided. (xvi) Transfer or license to any Person or otherwise extend, however, that nothing herein shall be construed as prohibiting the amend or modify in any material respect any rights to Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the CodeIP, or (B) enter into any Contracts or make other commitments to reduce grant, transfer or prevent license to any Person material future Company IP rights, in each case, other than non-exclusive licenses granted to third parties, including customers, resellers and end users in the imposition on any Employee ordinary course of business consistent with past practices, or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement Contracts containing, or commitment the effect of which would be to grant to a third party following the Merger any actual otherwise subjecting Company, Surviving Entity or potential right of license to any material Intellectual Property owned by Parent or any of its their respective Subsidiaries (excluding for to, any material non-competition or material exclusivity restrictions on the avoidance operation of doubt, the business of Company and its or Surviving Entity or Parent or any of their respective Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement Contract to maintain any financial statement condition of any other Person (other than any wholly-wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (A) guarantees and guarantees by the letters of credit issued to suppliers of Company or any of its Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit (B) in connection with the financing of ordinary course trade payables, in either case consistent with past practice; (xix) Hire any officer-level employee except pursuant to make offer letters entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will,” provided that any capital expenditures such offer letter does not provide for annual base compensation and bonus in excess of $750,000 beyond those contained 210,000 without the consent of Parent, which consent will not be unreasonably withheld, or promote any officer-level employee or appoint a new member of the board of directors of Company or any of its Subsidiaries; (xx) Make any capital expenditures other than in the Company’s capital expenditure budget ordinary course of business consistent with past practice and in an amount not in excess of $100,000 individually or $250,000 in the aggregate; (xxi) Enter into, modify or amend in a manner materially adverse to Company and its Subsidiaries, taken as a whole, or terminate, any Company Material Contract, or waive, release or assign any material rights or claims thereunder, in each case, in a manner materially adverse to Company and its Subsidiaries, taken as a whole; (xxii) Take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article VI not being satisfied; (xxiii) Except as expressly contemplated by this Agreement, take any actions that would result in restructuring charges pursuant to GAAP in excess of $250,000 in the aggregate; (xxiv) Enter into any new line of business material to Company and its Subsidiaries, taken as a whole; (xxv) Fail to use commercially reasonable efforts to maintain in full force and effect oninsurance coverage substantially similar to insurance coverage maintained on the date hereof; or (xxvi) Agree in writing to take any of the actions described in (i) through (xxv) above.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or and Section 5.3 hereof, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (material to it being understood that this clause (i) shall not prohibit the Company or and its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)taken as a whole; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares Company Unvested Common Stock at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rightsrights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) than issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company Options existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)date; (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Adopt or implement any shareholder rights plan, “poison pill” anti-takeover plan or other similar plan that, in each case, is applicable to Parent or the transactions contemplated by this Agreement; (vii) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a wholeCompany; (viiviii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viiiix) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease lease, license, encumbrance or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of Company or the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the current Company Products Products, in each case, in the ordinary course of business and in a manner consistent with past practice having no practice, including without limitation, with respect to the terms and conditions of any such sale, lease, license, encumbrance or other disposition; (x) Effect any material support, maintenance or service obligations other than those obligations that are terminable restructuring activities by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability Subsidiaries, including any material reductions in force, lease terminations, restructuring of contracts or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiariessimilar actions; (ixxi) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (Aa) loans or investments by it the Company or a wholly-wholly owned Subsidiary of it the Company to or in it the Company or any wholly-wholly owned Subsidiary of itthe Company, or (Bb) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practices; (xxii) Except as required by GAAP, concurrent changes in GAAP or the SEC as concurred in by its independent auditors, or by a Governmental Entityregistered public accounting firm, make any material change in its methods or principles of accounting since the date or revalue any of the Company Balance Sheetits assets; (xixiii) Make or change any material Tax electionelection in respect of Taxes, adopt adopt, change or change apply for any material Tax accounting methodmethod in respect of Taxes, enter into any closing agreement or agree to settle or compromise any material Tax liabilityaudit, claim or assessment in respect of Taxes, file any amended Tax Return or consent to any extension or waiver of any the limitation period with applicable to any claim or assessment in respect to of Taxes; (xiixiv) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise Except in the ordinary course of business consistent with past practice practice, enter into any licensing, distribution, supply, procurement, manufacturing, marketing, OEM, VAR, system integrator, system outsourcer or other similar contracts, agreements, or obligations which either (a) may not be canceled without penalty by the Company or its Subsidiaries upon notice of 30 days or less and which provide for express payments by or to the Company or its Subsidiaries in accordance with their terms, of claims not an amount in excess of $100,000 individually 25,000 in any one year or $1,000,000 in (b) which involve any exclusive terms of any kind which are binding on the aggregate, provided, that with respect to Company or any matter under this clause of its Subsidiaries; (Axv) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned Cancel or delayedterminate without reasonable substitute policy therefor, or (B) waive the benefits of, agree to modify amend in any manner materially adverse to the Companymaterial respect, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which insurance policy naming the Company or any of its Subsidiaries is as a party beneficiary or a loss payee without notice to Parent; (xvi) Commence or settle any lawsuit, threat of which any lawsuit or proceeding or other investigation by or against the Company or any Subsidiary or relating to any of their businesses, properties or assets, other than settlements with prejudice entered into in the ordinary course of business and requiring of the Company and its Subsidiaries is a beneficiaryonly the payment of monetary damages not exceeding $25,000; (xivxvii) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of Contracts currently binding on the Company Disclosure Letter)or its Subsidiaries, (1a) increase in any manner the amount of compensation or fringe benefits of, pay or grant any bonus or special remuneration (cashbonus, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ change of control, severance or termination pay to any Employee, consultant Employee or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2b) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Benefit Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Benefit Plan, (3c) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Unvested Common Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4d) enter into any employment, severance, termination Employee Agreement or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without ”) or enter into, amend or extend any collectively bargained agreement, or (e) forgive any loans to any employees, officers or directors of the Company or any of its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee)Subsidiaries, or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheldtheir respective affiliates; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvixviii) Enter into, or renew, into any Contracts containing, or otherwise subject the Surviving Corporation Corporation, any Subsidiary or Parent to, any non-competition, exclusivity exclusivity, “most favored nations” or other preferential pricing or other material restrictions on the Company or Company, any Subsidiary, the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Provide any material refund, credit, rebate or other allowance to any end user, customer, reseller or distributor, in each case, other than in the ordinary course of business consistent with past practice; (xx) Hire any non-officer employees other than in the ordinary course of business; (xx) Terminate business consistent with past practice or hire, elect or appoint any employees of the Company officers or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices)directors; (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing; (xxii) Enter into, modify or amend in a manner adverse in any material respect to the Company, or terminate any Company Material Contract, Contract required to be disclosed in Section 3.8 of the Company Disclosure Letter, Company Government Contract or Company Government Subcontract or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse in any material respect to the Company and its Subsidiaries taken as a whole, other than borrowings (and guarantees by any entry into, modification, amendment or termination of any such Company Material Contract, Contract required to be disclosed in Section 3.8 of the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (Company Disclosure Letter, Company Government Contract or Company Government Subcontract in the aggregate) pursuant to (x) the Loan and Security Agreementordinary course of business, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including consistent with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility);past practice; or (xxiii) Make Take, commit, or agree in writing or otherwise to take, any individual or series of related payments in excess of $250,000 outside of the ordinary course actions described in Sections 5.1(b)(i) through 5.1(b)(xxii) hereof, or any other action that would prevent the Company from performing, or cause the Company not to perform, its covenants or agreements hereunder, or that would reasonably be expected to cause any of business or make or commit the conditions set forth in Sections 7.1 and 7.2 hereof not to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect onbe satisfied.

Required Consent. In addition, without limiting the generality of Section 4.1(a4.2(a), except as permitted by the terms of this Agreement, and except Agreement or as provided in Article IV of the Company Parent Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of Nasdaqthe Company, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiariesstock, other than except repurchases of (A) unvested shares at cost (or for de minimis consideration by forfeiture) in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof or entered into the ordinary course of business after the date hereof, or (B) shares in connection with any stock repurchase program authorized by the Board of Directors of Parent on or prior to the date hereof; (iviii) Issue, deliver, sell, authorize, pledge sell or otherwise encumber authorize any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: than (A) issuances of Company Parent Common Stock upon the exercise of Company Parent Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses Parent, (B) or issuances of shares of Parent Common Stock to participants in any employee stock purchase plan of Parent pursuant to the terms thereof, (C) hereof, (B) grants of stock options or other stock based awards (including restricted stock) of or to purchase Company acquire shares of Parent Common Stock granted under the Parent Stock Option Plans in effect on the date hereof, in each case in the ordinary course of business consistent with past practice and on Standard Terms practice, (D) in connection with Parent Purchases (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and that are not Restricted Purchases (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officersas defined below), under the Company Stock Plans outstanding on the date hereof or (E) as necessary in the ordinary course reasonable judgment of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and Parent for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)retention purposes; (viv) Cause, permit or propose any amendments to the Company Parent Charter Documents or any of the Subsidiary Charter Documents of the CompanyParent’s SubsidiariesSubsidiaries other than as set forth in Section 5.10; (viv) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets (any such transaction a “Parent Purchase”), in each of the foregoing cases, which are materialwould (A) require the approval of Parent’s stockholders, (B) have a purchase price consisting of cash and/or Parent Common Stock (valued based on the closing price of Parent Common Stock on the day immediately prior to execution of the definitive agreement for any such Parent Purchase), individually or in the aggregate, in excess of $150,000,000 or (C) otherwise pose a material risk of (1) delaying the Merger or (2) making it materially more difficult to the business of the Company and its Subsidiariesobtain any Necessary Consent (such Parent Purchases, taken as a whole“Restricted Purchases”); (viivi) Enter into any binding agreementExcept as necessary to comply with obligations in Section 5.6, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sellsell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) sales of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise inventory in the ordinary course of business consistent with past practice or (B) the sale, lease, license or disposition of property, assets or licenses of Intellectual Property, in accordance each case, which would not (1) require approval of Parent’s stockholders or (2) otherwise pose a material risk of (x) delaying the Merger or (y) making it materially more difficult to obtain any Necessary Consent; (vii) Make any investments in any Person, other than investments (A) by it or a Subsidiary to or in it or any Subsidiary of it, (B) in connection with their termsordinary course treasury activities, of claims (C) that is a Parent Purchase which is not a Restricted Purchase, or (D) in an amount not in excess of $100,000 100,000,000, individually or $1,000,000 in the aggregate, provided, aggregate that with respect to any matter under this clause would not (A1) that requires require approval of Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, stockholders or (B2) waive otherwise pose a material risk of (x) delaying the benefits of, agree Merger or (y) making it materially more difficult to modify in obtain any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiaryNecessary Consent; (xivviii) Except as required by GAAP or the SEC, make any material change in its methods, principles or practices of accounting; (ix) Except as required by Legal Requirements Requirements, make any Tax election or as required by any Company Employee Plan accounting method change that, individually or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter)aggregate, (1) increase is reasonably likely to adversely affect in any manner material respect the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material Tax liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect Tax attributes of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxiix) Except as required by GAAP or the SEC, materially revalue any of its assets; (xi) Incur any new indebtedness for borrowed money or guarantee any such indebtedness of another Personmoney, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments having a total value in excess of $250,000 outside 275,000,000 in the aggregate, other than (A) refinancing of existing indebtedness and (B) in connection with the financing of ordinary course trade payables consistent with past practice; or (xii) Agree in writing or otherwise to take any of the ordinary course of business or make or commit to make any capital expenditures actions described in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on(i) through (xi) above.

Required Consent. No Unitholder shall Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder that restricts the Transfer of Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such Unitholder). In addition, without limiting the generality addition to complying with any other provisions regarding Transfer of Section 4.1(a), except as permitted by the terms of this Equity Securities set forth herein or in any applicable Equity Agreement, and except as provided no Unitholder shall (directly or indirectly through a transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, Equity Securities without first obtaining the prior written consent of Parent: the Manager, which consent may be withheld in the Manager’s sole discretion; provided, that such Unitholder may Transfer Equity Securities (without the Manager’s prior written consent, but subject to the other provisions of this Agreement or any applicable Equity Agreement) (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducingpursuant to an Approved Sale, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declarepursuant to any forfeiture or repurchase provisions set forth in any applicable Employment Agreement or Equity Agreement, set aside (iii) pursuant to an Exchange effected pursuant to Section 9.9, or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or propertyiv) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any to such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of businessUnitholder’s Permitted Transferees subject to Sections 9.4(c) and (f); provided, however, that nothing herein if such Unitholder Transfers any interests in any Units to a Permitted Transferee and such Person ceases to be a Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Unitholder making such initial Transfer. Except as otherwise expressly provided herein, it shall be construed as prohibiting a condition precedent to any Transfer of any Class A Common Unit that constitutes a portion of a Combined Unit that, concurrently with such Transfer, such transferring Member shall also Transfer to the Company from granting Company Options transferee a corresponding share of Noneconomic Stock. Any Transfer that are Routine Grants; is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (iiiand a breach of this Agreement by such Member) Purchase, redeem or otherwise acquire, directly or indirectly, any shares and shall be null and void ab initio. The certificate of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination incorporation of the employment relationship with any employee Public Offering Entity (as amended and in effect from time to time) shall govern the redemption, exchange and conversion of Class B Common Stock or upon the resignation of any director Class C Common Stock, as applicable, to Class A Common Stock or consultantClass D Common Stock, in each caseas applicable, and a conversion pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof and in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants such certificate of stock options to purchase Company Common Stock granted in incorporation of the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) Public Offering Entity shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the be considered a “Routine Grants”, and Transfer” for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided Agreement (or set forth in Article IV Section 5.1 of the Company Disclosure Letter Letter), or as required by applicable Legal Requirements or to the regulations or requirements of Nasdaqextent that Parent shall otherwise consent in writing, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter amend or change the Company Charter Documents; (ii) acquire, or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company; (iii) enter into any new line Contract, agreement in principle, letter of business intent, memorandum of understanding or similar agreement with respect to any joint venture, strategic partnership or alliance; (it being understood that this clause iv) declare, set aside or pay any dividend on, or other distribution (iwhether in cash, stock or property) shall not prohibit in respect of, any of the Company’s or any of its Subsidiaries’ capital stock, or purchase, redeem or otherwise acquire any of the Company’s capital stock or any other securities of the Company or its Subsidiaries or any Company Option, Company Warrant, calls or rights to acquire any such shares or other securities, except for repurchases from, and forfeitures by, Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements and restricted stock award and restricted stock unit award agreements; (v) split, combine or reclassify any of the Company’s or any of its Subsidiaries’ capital stock; (vi) (A) materially increase or decrease the compensation or fringe benefits payable or to become payable to any Employee (except for normal increases or decreases of cash compensation to current non-officer Employees in the ordinary course of business consistent with past practice) by the Company or any of its Subsidiaries, whether orally or in writing, (B) except as set forth on Schedule 5.1(b)(vi)(B), make any promise, commitment or payment, whether orally or in writing, of any bonus payable or to become payable to any Employee, (C) adopt, change or terminate, whether orally or in writing, any severance, change of control, termination or bonus plan, policy or practice applicable to any Employee, (D) enter, whether orally or in writing, into any employment, severance, termination, change of control or indemnification agreement or any agreements the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby (either alone or upon the occurrence of additional or subsequent events), (E) adopt, terminate or materially amend any Company Employee Plan or collective bargaining agreement, except as may be required by applicable Legal Requirement, (F) incur any liability or obligation to any of its officers, directors or stockholders, except for normal and customary compensation and expense allowances payable to officers and directors in the ordinary course of its business consistent with its past practices, or (G) forgive, whether orally or in writing, any loan from introducingthe Company or any of its Subsidiaries to any Employee; (vii) enter into, amend, modify, terminate or grant a consent with respect to any Company Material Contract, or waive, release or assign any material rights or claims thereunder, other than in the ordinary course of business consistent with past practice; (viii) (A) enter into a customer Contract that provides for (or is reasonably expected to provide for) revenues in excess of $250,000 annually and contains any material non-standard terms, including but not limited to, provisions for unpaid future deliverables, non-standard service requirements or future royalty payments other than in the ordinary course of business consistent with past practice, or any new products material change in the manner in which it extends discounts, credits or applications within the Company’s current line warranties to customers or otherwise deals with its customers, or (B) enter into any reseller or distributor Contract that provides for (or is reasonably expected to provide for) revenues in excess of businesses); (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of$250,000 annually, in lieu of or in substitution for any capital stockeach case, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiix) Purchasemake any change in accounting methods, redeem except as required by GAAP or otherwise acquire, directly applicable Legal Requirements; (x) enter into any capital lease or indirectly, other debt or equity financing transaction or enter into any shares of its capital stock or the capital stock of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration agreement in connection with either any such transaction; (xi) undertake any material restructuring activities, including any material reductions in force, lease terminations, restructuring of contracts or similar actions; (xii) sell, lease, license, encumber or otherwise dispose of any business lines or any properties or assets (tangible or intangible), except for sales, leases, licenses or dispositions of property or assets which are not material, individually or in the termination aggregate, to the business of the employment relationship with any employee Company or upon the resignation licenses of any director or consultantcurrent Company Products, in each case, pursuant to stock option or purchase agreements in effect on the date hereofordinary course of business and in a manner consistent with past practice; (ivxiii) Issueenter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify, violate or terminate any of the terms of any Lease Documents; (xiv) make any loan or extend credit to any Person other than in the ordinary course of business and consistent with past practice; (xv) adopt or change any Tax accounting method or Tax election, enter into any closing agreement in respect of Taxes, settle or compromise any Tax claim or assessment, extend or waive the limitation period applicable to any Tax claim or assessment or file any material Tax Return or any amended Tax Return; (xvi) make any expenditure, or enter into any transaction or commitment exceeding $100,000 individually or $250,000 in the aggregate, other than capital expenditures in the ordinary course of business consistent with past practice; (xvii) other than as required pursuant to Section 2.6(b) hereof or pursuant to written Contracts existing as of the date hereof that have been made available to Parent, accelerate or release any vesting condition to the right to exercise any Company Option, Company Warrant or other right to purchase or otherwise acquire any shares of the Company’s capital stock, or accelerate or release any right to repurchase shares of capital stock upon the stockholder’s termination of employment or services or pursuant to any right of first refusal; (xviii) pay or discharge any Lien or other encumbrance on any of its assets or properties, or pay or discharge any of its obligations or liabilities, in each case that was not either shown on the Company Balance Sheet or incurred in the ordinary course of its business consistent with its past practices after the date of the Company Balance Sheet in an amount not in excess of $100,000 individually, or $250,000 in the aggregate; (xix) terminate the employment of any officer or key employee, or terminate a material number of employees; (xx) commence or settle any material litigation; (xxi) make any material revaluation of any of its assets, including, without limitation, writing down the value of capitalized inventory, long term or short-term investments, fixed assets, goodwill, intangible assets, deferred tax assets, or writing off notes or accounts receivable except as required by GAAP; (xxii) cancel or terminate without a reasonable substitute policy therefor any material insurance policy naming the Company as a beneficiary or a loss payee; (xxiii) issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) than issuances of Company Common Stock upon the exercise of Company Options, warrants Options or other rights of the Company Warrants existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability)terms; (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4xxiv) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject Parent or the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein;; or (xviixxv) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubttake, the Company and its Subsidiaries); (xviii) Takecommit, or agree in writing or otherwise to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xixactions described in Sections 5.1(b)(i) Hire employees other than in the ordinary course of business; (xxthrough Section 5.1(b)(xxiv) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect onhereof.

Required Consent. In addition, without Without limiting the generality of the provisions of Section 4.1(a3.1, no Company shall (nor shall any Member acting on any of the Companies’ behalf) take any of the following actions, either directly or indirectly, without receiving the prior approval of the applicable Board, unless such action is taken pursuant to any Plan approved by the Board of such Company: (a) employ or retain any employees; (b) enter into major transactions, contracts and binding arrangements (other than the Related Agreement or as specifically contemplated hereby or thereby) for which any of the Companies has direct or indirect liability, including, without limitation, any contract, liability or commitment which is not capable of being terminated within twelve (12) months or which, together with all related arrangements, involves $1,000,000 or more (provided, however, that contracts for previously approved and budgeted research and development work, such as clinical grant agreements, are excluded from this clause); (c) create any indebtedness of any of the Companies or any security interest, lien, mortgage, charge or other encumbrance over any assets of any of the Companies or the giving of guarantees or indemnities by any of the Companies; (d) make any material change in the nature of the business of any of the Companies; (e) except as specifically provided in this Agreement or the Related Agreements, commence any suit or action in the name of any of the Companies, seek injunctive relief or specific performance with respect to material matters or agree to any settlement of any suit or claim involving any of the Companies, and each party shall cooperate in all respects with each other and the Company in connection with any such suit, action or claim; (f) distribute any cash or assets of any of the Companies to the Members or any of their respective Affiliates, other than as specifically provided for in Article VII of this Agreement or the Related Agreements; (g) make, execute or deliver any assignment for the benefit of creditors, or commence a voluntary case seeking liquidation, dissolution, reorganization or adjustment of debts pursuant to the provisions of any state or federal bankruptcy or insolvency act, or consent to the institution of an involuntary case with respect to the same, or ask for or consent to the appointment of a receiver, liquidator, custodian, trustee, or similar official for all or any part of any of the Companies’ property; (h) assign, transfer, pledge, compromise or release any claim of any of the Companies except for full payment, except as permitted by the terms of specifically provided in this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:; (i) Enter into sell, assign, transfer, lease, license, sub-license, share, exchange, grant or otherwise dispose of any new line assets of business any of the Companies except for distributions to Members as specifically provided pursuant to the Related Agreements in accordance with the terms thereof; (it being understood that this clause (ij) shall engage in any transaction not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)Cholesterol Business; (iik) Declare, except as specifically set aside or pay any dividends on or make any other distributions (whether forth in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock this Agreement or the capital stock Related Agreements, approve or file the annual tax returns of its Subsidiaries, other than repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereof, (B) grants of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents Companies, make or change any and all elections for federal, state and local tax purposes including, without limitation, any election, if permitted by applicable law (i) to adjust the basis of any of the Company’s Subsidiaries; Companies’ properties or (viii) Acquire to extend the statute of limitations for assessment of tax deficiencies against Members or agree S-P and M with respect to acquire by merging or consolidating with, or by purchasing adjustments to any equity or voting interest in or a portion of the assets ofCompanies’ federal, state or by local tax returns, represent any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company Companies before the taxing authorities or courts of competent jurisdiction in tax matters affecting any of the Companies and its Subsidiariesthe Members in their capacity as Members, taken as enter into a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar settlement agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, issue raised in each case, entered into, and containing terms, in the ordinary course an audit of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain the Companies or execute any exclusive dealing arrangementsagreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of any of the Companies or the Members; (viiil) Sellchange any accounting principle or practice, leaseincluding the method of accounting for, licenseand reporting of, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its SubsidiariesCompanies’ assets (tangible or intangible), taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4m) enter into any employmenttransactions, severance, termination contracts or indemnification agreement arrangements involving more than $100,000 with S-P or M or any Company Employee Affiliate of S-P or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), M; or (7n) enter into any agreement with any Company Employee the benefits of which are (in whole agree or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability commit to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on.

Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted or contemplated by the terms of this Agreement, including any and all actions necessary or appropriate for the conveyance of the SmartTurn Assets contemplated by Section 6.3(d), and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into Cause, permit or propose any new line of business (it being understood that this clause (i) shall not prohibit amendments to the Company Operating Agreement or its Subsidiaries from introducing, in any of the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)Subsidiary Charter Documents; (ii) Declare, set aside Adopt a plan of complete or pay any dividends on partial liquidation or make any other distributions dissolution; (whether in cash, stock, equity securities or propertyiii) in respect of any capital stock or splitSplit, combine or reclassify any share capital, capital stock or other equity interests, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital, capital stockstock or other equity interests, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; (iiiiv) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its share capital or the share capital, capital stock or the capital stock other equity interests of its Subsidiaries, other than except repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the an employment or service relationship with any employee or upon the resignation of any employee, director or consultant, in each case, consultant pursuant to stock option or purchase agreements entered into in accordance with the Company Option Plan as in effect on the date hereof; (ivv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares share capital, capital stock or other equity securities of capital stockthe Company or its Subsidiaries, Voting Debt or any securities convertible into shares of any share capital, capital stock or Voting Debtother equity securities of the Company or its Subsidiaries, or subscriptions, rights, warrants or options to acquire any shares of share capital, capital stock or Voting Debt other equity securities of the Company or its Subsidiaries or any securities convertible into shares of any share capital, capital stock or Voting Debtother equity securities of the Company or its Subsidiaries, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: than (A) issuances of Company Common Stock Class E Shares upon the exercise of Company Options, warrants or other rights Options outstanding as of the date hereof pursuant to the terms of the Company existing on the date hereof in accordance with their present terms or granted pursuant to clauses Option Plan and (B) or (C) hereofas agreed to by Parent, (B) grants of stock options Company Options to purchase newly-hired employees in an aggregate amount not exceeding 150,000 Company Common Stock granted Class E Shares underlying such Company Options, such grants to be made in the ordinary course of business consistent with past practice practices (provided that such Company Options (x) will be in amounts and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereofhave vesting terms consistent with past practices, and (Cy) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under will not accelerate upon the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary occurrence of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectlyMerger)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company and its Subsidiaries, taken as a whole; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, strategic partnership or alliance, excluding any stream partner, reseller, channel partner or similar agreements, in each case, entered into, and containing terms, in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except of the Company or its Subsidiaries, other than (A) the sale, lease or disposition (other sales of tangible assets having a book value of less than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products U.S.$150,000 in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any practices and (B) object code licenses of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis to end user customers and intermediaries in the ordinary course of business consistent with past practice other than those terminable by practices as permitted under clause (xii) of this Section 4.1(b); provided, that, the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation shall be entitled to distribute the promissory notes evidencing the ▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ Loans to the holders of the Company Class B Shares following the date hereof and prior to Closing; and provided, further, that the Company shall be entitled to declare, set aside and pay cash dividends or its Subsidiariesmake other cash distributions in respect of Company Shares following the date hereof and prior to Closing in the ordinary course of business consistent with past practices and in accordance with applicable Legal Requirements to the extent required under the Company Operating Agreement for federal and state income tax liability arising from a Company Member’s ownership interest in the Company; (ixviii) Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, or ; (B) employee loans or advances made in the ordinary course of business consistent with past practices; (x) Except as required by GAAP, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date of the Company Balance Sheet; (xi) Make or change any material Tax election, adopt or change any material Tax accounting method, settle or compromise any material Tax liability, file any amended Tax Return or consent to any extension or waiver of any limitation period with respect to Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than as required by GAAP or by a Governmental Entity; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement), other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice or in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 in the aggregate, provided, that with respect to any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayed, or (B) waive the benefits of, agree to modify in any manner materially adverse to the Company, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiary; (xiv) Except as required by Legal Requirements or as required by any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (other than salary increases and bonuses, in each case, made in the ordinary course of business consistent with past practice with respect to employees who are not executive officers of the Company or directors of the Company), (2) make any increase in or commitment to increase any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereof, to any Company Employee Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options or Company Restricted Stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options, (4) enter into any employment, severance, termination or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” without the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officers), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employee), or (7) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated herebybusiness; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregate) pursuant to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, or (y) any replacement credit facility on terms not materially less favorable (including with respect to guarantees by Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual or series of related payments in excess of $250,000 outside of the ordinary course of business or make or commit to make any capital expenditures in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on

Required Consent. In addition, without limiting the generality of Section 4.1(a4.2(a), except as permitted required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and except made available to LTX-Credence or as provided in Article IV of the Company Verigy Disclosure Letter Schedule, without the prior written consent of LTX-Credence (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Verigy shall not do any of the following, and shall not permit Holdco or any of its Verigy’s Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any new line of business (it being understood that this clause (i) shall not prohibit the Company or its Subsidiaries from introducing, in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses); (ii) Declare, set aside or pay any dividends on or make any other actual, constructive or deemed distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, stock other than any such a cash management transaction by between Verigy and a wholly-owned Subsidiary of it that remains a it, or between wholly-owned Subsidiary Subsidiaries of it after consummation of such transaction Verigy in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iiiii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except in connection with the withholding of shares to pay tax withholding obligations and/or exercise or purchase price, or repurchases of unvested shares at cost or for de minimis consideration in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultantVerigy Employee, in each case, pursuant to stock option option, equity award or purchase agreements in effect on the date hereofhereof or entered into in the ordinary course of business after the date hereof pursuant to Section 4.2(b)(iii)(C); provided, however, that nothing in this subparagraph (ii) shall prohibit Verigy from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (iviii) IssueAuthorize for issuance, issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debtstock, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock Verigy Ordinary Shares upon the exercise of Company Verigy Options, warrants or other rights of Verigy or the Company settlement of Verigy Restricted Share Units existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or clause (C) hereof, (B) issuances of Verigy Ordinary Shares to participants in any employee share purchase plan of Verigy pursuant to the terms thereof or (C) grants of stock options or other stock based awards (including Verigy Restricted Shares and Verigy Restricted Share Units) of, or to purchase Company Common Stock acquire, Verigy Ordinary Shares granted under the Verigy Share Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and on Standard Terms practice, (as defined belowy) with respect to new Company employees under stock options, granted with an exercise price no less than the Company Stock Plans outstanding fair market value of Verigy Ordinary Shares on the date hereof, of grant and not subject to any accelerated vesting or other provision that would be triggered solely as a result of the consummation of the transactions contemplated hereby and (Cz) grants for up to 1,600,000 Verigy Ordinary Shares in the aggregate (“Verigy Routine Grants”); (iv) Propose, cause or permit any amendments to any of stock options to purchase Company Common Stock granted to existing Company employees the Verigy Charter Documents, the Holdco Charter Documents or Subsidiary Charter Documents of any Subsidiary of Verigy except the Charter Amendment; (v) Propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of it or any of its Subsidiaries (other than to directors and officersthe transactions contemplated hereby), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) nothing in this paragraph shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual or grants of options to acquire 300,000 shares of Company Common Stock to all such individuals in the aggregate (the grants described, and subject to the limitations, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase Company Common Stock with the following terms (1) a per share exercise price that is no less than the current market price at the time of grant of a share of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject to acceleration, directly or indirectly, (whether pursuant to the terms of such grant or any other Contract with the Company (directly or indirectly)) as a result of the approval or consummation of the Merger or the transactions contemplated hereby prohibit Verigy from dissolving and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability); (v) Cause, permit or propose any amendments to the Company Charter Documents or merging into any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree its Subsidiaries certain other Subsidiaries that are not material to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company it and its Subsidiaries, taken as a whole; (A) Acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein, or (B) acquire any material property or assets in any single transaction or series of related transactions, except for (i) transactions pursuant to existing Contracts disclosed in the Verigy Disclosure Schedule or (ii) transactions not in excess of $500,000 individually, or $1,000,000 in the aggregate; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any material joint venture, joint development, strategic partnership or alliancealliance that is material, excluding individually or in the aggregate, to the business of Verigy and its Subsidiaries, taken as a whole; (viii) Sell, lease, exclusively license, encumber or otherwise convey or dispose of any stream partnerproperties or assets material to the business of Verigy and its Subsidiaries, resellertaken as a whole, channel partner except (A) sales of inventory, products or similar agreementsequipment in the ordinary course of business consistent with past practice or (B) the sale, in each case, entered into, and containing terms, lease or disposition of excess or obsolete property or assets in the ordinary course of business consistent with past practice, in each case, that is terminable by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain any exclusive dealing arrangements; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate aggregate, to the business of the Company Verigy and its Subsidiaries, Subsidiaries taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ix) Make any loans, advances or capital contributions to, or investments in, to any other Person, other than: (A) loans or investments by it or a wholly-owned Subsidiary of it to or in it or any wholly-owned Subsidiary of it, it or (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practicespractice; (x) Except as required by GAAP, as concurred in by its independent auditors, GAAP or by a Governmental Entityapplicable Legal Requirements, make any material change in its methods methods, principles or principles practices of accounting since the date of the Company Balance Sheetaccounting; (xi) Make or change any material Tax election, adopt or change any accounting method in respect of Taxes that affects in any material respect the Tax accounting methodliability or Tax attributes of Verigy or any of its Subsidiaries, file any material amended Tax Return, enter into any closing agreement in respect of material Taxes, settle or compromise any material Tax liability, file any amended Tax Return liability or consent to any extension or waiver of any limitation period with respect to material Taxes; (xii) Revalue any of its assets or make any change in accounting methods, principles or practices, other than Except as required by GAAP or by a Governmental Entityapplicable Legal Requirements, materially revalue any of its properties or assets other than in the ordinary course of business consistent with past practice; (xiii) (A) Pay, discharge, settle or satisfy any material claims (including threatened or actual litigation or any Tax claim), liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlementsettlement or satisfaction, solely for cash in amounts (I) not exceeding $250,000 individually or satisfaction for money, of claims, liabilities, obligations or litigation (x) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable incurred $500,000 in the ordinary course of business for goods and services or (z) otherwise aggregate, in the ordinary course of business consistent with past practice or practice, (II) as reserved against in accordance with their terms, of claims not in excess of $100,000 individually or $1,000,000 full in the aggregateVerigy Balance Sheet, providedor (III) as covered by existing insurance policies, (y) the discharge, settlement or satisfaction of any such litigation or dispute that with respect does not involve any payment by Verigy or any of its Subsidiaries and does not impose any obligation on Verigy or any of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to any matter under this clause (A) that requires Parent’s consentVerigy and its Subsidiaries, such consent shall not be unreasonably withheld, conditioned or delayedtaken as a whole), or (B) waive the benefits of, agree to modify in any manner materially adverse to the Companymanner, amend, terminate, assign, release any person Person from or knowingly fail to enforce enforce, any material confidentiality confidentiality, “standstill,” or similar agreement to which Company Verigy or any of its Subsidiaries is a party or of which Company Verigy or any of its Subsidiaries is a beneficiary; (xiv) Except Write up, write down or write off the book value of any assets, individually or in the aggregate, for Verigy and its Subsidiaries, taken as a whole, other than (A) in the ordinary course of business consistent with past practice, (B) as may be required by GAAP or (C) otherwise not in excess of $500,000; (xv) Take any action to render inapplicable, or to exempt any third Person (other than LTX-Credence) from the provisions of any applicable Legal Requirements Requirement that purports to limit or as required by restrict business combinations or the ability to acquire or vote shares of capital stock; (xvi) (A) Make any Company Employee Plan or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of the Company Disclosure Letter), (1) material increase in any manner the amount of compensation or any material increase in the fringe benefits of, pay any bonus or special remuneration (cash, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination pay to any Employee, consultant or director of the Company or any Subsidiary of the Company (Verigy Employee other than increases in base salary of less than 3.5% or grants, fringe benefit increases and bonuses, in each case, made or payments in the ordinary course of business consistent in time and amount with past practice with respect to employees who are not executive officers of the Company or directors of the Company)practice, (2B) make any material increase in or commitment to materially increase the benefits or expand the eligibility under any Company Employee Verigy Benefit Plan (including any severance planplan or arrangement), adopt or materially amend or make any commitment to adopt or materially amend any Company Employee Verigy Benefit Plan or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Verigy Benefit Plan, (3C) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options Verigy Options, Verigy Restricted Shares or Company Verigy Restricted StockShare Units, or reprice any Company Verigy Options or authorize cash payments in exchange for any Company Verigy Options, other than pursuant to arrangements in effect as of the date hereof or disclosed pursuant to this Section 4.2, (4D) enter into any employment, severance, termination or indemnification agreement with any Company Verigy Employee or enter into any collective bargaining bargaining, works council or trade union agreement, (other than (i) offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will,” without provided that any such offer letter does not provide for annual compensation in excess of $200,000 or equity awards other than Verigy Routine Grants, or (ii) severance agreements with non-officer Verigy Employees entered into in the Company or its Subsidiaries incurring any material liability or financial obligation and who are not officersordinary course of business consistent with past practice), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially in accordance with the existing written terms and provision of such Company Employee Plan, (6E) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Verigy Employee), or (7F) enter into any agreement with any Company Verigy Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company Verigy of the nature contemplated hereby; provided, however, that in each case of (A) - (F), nothing herein shall be construed as prohibiting the Company Verigy from granting Company Verigy Options or Verigy Restricted Share Units that are Verigy Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xvxvii) Grant Enter into, amend or extend any collective bargaining agreement; (xviii) Transfer or license to any Person or otherwise extend, amend or modify in any material respect any rights to Verigy IP, or enter into any agreements or make other commitments to grant, transfer or license to any Person material future patent rights, in each case, other than non-exclusive licenses granted to customers, resellers and end users in the ordinary course of business consistent with past practices, or grant any exclusive rights with respect to any Company Intellectual Property; (xvixix) Enter into, or renew, into any Contracts containing, or otherwise subject subjecting Verigy, the Surviving Corporation Corporation, Holdco or Parent LTX-Credence or any of their respective Subsidiaries to, any material non-competition, competition or material exclusivity or other material restrictions on the Company operation of the business of Verigy or the Surviving Corporation or Parent, LTX-Credence or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xix) Hire employees other than in the ordinary course of business; (xx) Terminate any employees of the Company or its Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries to resign, in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices); (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company Verigy, Holdco or any of its Verigy’s Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (A) guarantees and guarantees by the letters of credit issued to suppliers of Verigy or any of its Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregateordinary course of business, (B) pursuant loans or advances to (x) direct or indirect wholly owned Subsidiaries in the Loan and Security Agreement, dated as ordinary course of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to time, business consistent with past practice or (yC) in connection with the financing of ordinary course trade payables, in any replacement credit facility on terms not materially less favorable such case consistent with past practice; (including with respect xxi) Hire or promote any officer-level employee or appoint a new member of the board of directors of Verigy, Holdco or any of Verigy’s Subsidiaries; (xxii) Forgive any loans to guarantees by any of its employees, officers or directors or any employees, officers or directors of any of its Subsidiaries) to the Company than the SVB Facility (provided that prior to or concurrently with entering into any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility); (xxiii) Make any individual capital expenditures other than in the ordinary course of business consistent with past practice and in an amount not in excess of $1,000,000 individually or series $7,500,000 in the aggregate; (xxiv) Enter into, modify or amend in a manner materially adverse to Verigy and its Subsidiaries, taken as a whole, or terminate any Verigy Material Contract, or waive, release or assign any material rights or claims thereunder, in each case, in a manner materially adverse to Verigy and its Subsidiaries, taken as a whole; (xxv) Knowingly take any action that is intended or would reasonably be expected to result in any of related payments the conditions to the Transaction set forth in Article VI not being satisfied; (xxvi) Except as expressly contemplated by this Agreement, take any actions that would result in restructuring charges pursuant to GAAP in excess of $250,000 outside in the aggregate; (xxvii) Enter into any new line of business material to Verigy and its Subsidiaries, taken as a whole; (xxviii) Fail to use commercially reasonable efforts to maintain in full force and effect insurance coverage substantially similar to insurance coverage maintained on the date hereof; or (xxix) Agree in writing to take any of the ordinary course of business or make or commit to make any capital expenditures actions described in excess of $750,000 beyond those contained in the Company’s capital expenditure budget in effect on(i) through (xxviii) above.

Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except Agreement or as provided described in Article IV Section 4.1(b) of the Company Disclosure Letter Schedule, without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or as required delayed by applicable Legal Requirements or the regulations or requirements of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent: (i) Enter into any a new line of business which (it being understood that this clause (iA) shall not prohibit is material to the Company or and its Subsidiaries from introducingtaken as a whole, or (B) represents a category of revenue that does not appear in the ordinary course of business consistent with past practice, any new products or applications within the Company’s current line of businesses)annual budget or revenue models for the fiscal year ended December 31, 2009; (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction transaction, in the ordinary course of business; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grantsbusiness consistent with past practice; (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, other than except repurchases of unvested shares at cost or for de minimis consideration Company Unvested Common Stock in connection with either the termination of the employment relationship with any employee or upon the resignation of any director or consultant, in each case, pursuant to stock option or purchase agreements in effect on the date hereof; (iv) Issue, deliver, sell, authorize, dispose of, subject to any Lien, pledge or otherwise encumber any shares of capital stock, Voting Debt other voting securities or any securities convertible into shares of capital stock stock, or Voting Debtother voting securities, or subscriptions, rightsrights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants or options to acquire any shares of capital stock or Voting Debt stock, other voting securities or any securities convertible into shares of capital stock or Voting Debtstock, or other voting securities, enter into other agreements or commitments of any character obligating it to issue any such securities or rights, or grant any restricted stock, restricted stock units, performance shares, performance share units or other equity based awards other than Company Options (which may be granted only to the extent permitted below) other than: (A) issuances of Company Common Stock upon the exercise of Company Options, warrants or other rights of the Company Options existing on the date hereof in accordance with their present terms or granted pursuant to clauses (B) or (C) hereofin accordance with their terms at the time of grant, (B) grants issuance of stock options to purchase Company Common Stock granted in the ordinary course of business consistent with past practice and on Standard Terms (as defined below) to new Company employees under the Company Stock Plans outstanding on the date hereof, and (C) grants of stock options to purchase Company Common Stock granted to existing Company employees (other than to directors and officers), under the Company Stock Plans outstanding on the date hereof in the ordinary course of business consistent with past practice in connection with annual compensation reviews or ordinary course promotions and in each case on Standard Terms; provided, however, that the stock option grants pursuant to clause (C) shall not exceed grants of options to acquire 30,000 shares of Company Common Stock to any individual participants in the Company ESPP pursuant to the terms thereof, (C) issuances by a wholly-owned Subsidiary of the Company to the Company or grants of options to acquire 300,000 shares its wholly-owned Subsidiaries; (D) the issuances of Company Common Stock to all such individuals in issuable upon the aggregate (exercise, conversion or exchange of any other securities issued by the grants described, and subject Company prior to the limitationsdate of Table of Contents this Agreement which securities are exercisable, in clauses (B) and (C), the “Routine Grants”, and for purposes of this Section 4.1(b)(iv), “Standard Terms” shall mean options to purchase convertible or exchangeable into Company Common Stock with the following terms of (1E) a per share exercise price that is no less than the current market price at the time of grant of a share issuances of Company Common Stock, (2) a vesting schedule no more favorable than one-quarter (1/4) on the one-year anniversary of the date of grant, and one-forty-eighth (1/48) on each monthly anniversary of the date of grant thereafter, (3) which do not accelerate, or become subject Options to acceleration, directly or indirectly, (whether pursuant to newly hired employees in accordance with the terms of such grant or any other Contract with written policies of the Company (directly or indirectly)) as a result of provided to Parent prior to the approval or consummation of the Merger or the transactions contemplated hereby and/or the termination of employment following the Merger and (4) with a period for exercisability under such option following termination of employment of no greater than ninety (90) days following a termination of employment for any reason other than retirement, death or total and permanent disability);date hereof. (v) Cause, permit or propose any amendments to the Company Charter Documents or adopt any amendments to any of the Subsidiary Charter Documents of the Company’s Subsidiaries; (vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the any assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any other than immaterial assets which are material, individually or acquired in the aggregate, to the ordinary course of business of the Company and its Subsidiaries, taken as a wholeconsistent with past practices; (vii) Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to the formation of any material joint venture, strategic partnership or alliancealliance if it (A) would present a material risk of delaying the Merger, excluding (B) require the consent of the counterparty thereto to consummate the Merger or (C) require the investment of at least $1,000,000 of assets or equity of the Company or any stream partnerof its Subsidiaries; (viii) Except in respect of the Merger and except as permitted pursuant to Section 5.3, resellerauthorize, channel partner propose or similar agreementsannounce an intention to authorize or propose, in each caseor negotiate or enter into agreements with respect to, entered intoany mergers, and containing termsconsolidations, liquidation, dissolution, restructuring or business combinations or acquisitions of securities or assets; (ix) Other than in the ordinary course of business consistent with past practice, sell, lease, license, transfer, abandon, let lapse, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any Lien or otherwise dispose of any Intellectual Property or any of its properties or assets, including the capital stock of any of its Subsidiaries and except (A) for sales, leases, licenses, abandonments, lapses, transfers, mortgages or encumbrances of obsolete assets, (B) pursuant to existing agreements in each case, that is terminable effect prior to the execution of this Agreement and (C) as may be required by applicable Law or any Governmental Entity in order to permit or facilitate the consummation of the transactions contemplated hereby; (x) Effect any material restructuring activities by the Company or any of its Subsidiaries upon no more than twelve (12) months prior notice and which does not contain with respect to their employees, including any exclusive dealing arrangementsmaterial reductions in force; (viii) Sell, lease, license, encumber or otherwise dispose of any properties or assets except (A) the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate to the business of the Company and its Subsidiaries, taken as a whole, or (B) perpetual licenses of the Company Products in the ordinary course of business consistent with past practice having no material support, maintenance or service obligations other than those obligations that are terminable by the Company or any of its Subsidiaries upon no more than one (1) year notice without liability or financial obligation to the Company or its Subsidiaries or (C) for the provision of the Company Products on a hosted services basis in the ordinary course of business consistent with past practice other than those terminable by the Company or any of its Subsidiaries within no more than three (3) years without liability or financial obligation to the Company or its Subsidiaries; (ixxi) Make any loans, extensions of credit or financing, advances or capital contributions to, or investments in, or grant extended payment terms to any other Person, other than: (A) loans or investments by it the Company or a wholly-owned Subsidiary of it the Company to or in it the Company or any wholly-owned Subsidiary of itthe Company, or (B) employee loans or advances to employees for travel and entertainment expenses made in the ordinary course of business consistent with past practices, (C) extensions of credit or financing to, or extended payment terms for, or business expense advances to, customers made in the ordinary course of business consistent with past practice, or (D) ordinary course investment transactions by the Company’s treasury function in accordance with the Company’s investment guidelines, a copy of which have been provided to Parent prior to the date hereof; (xxii) Except as required by concurrent changes in GAAP, SEC rules or policy or applicable Law, as concurred in by its independent auditors, or by a Governmental Entity, make any material change in its methods or principles of accounting since the date or revalue any of the Company Balance Sheetits assets; (xixiii) Make or change any material Tax electionelection in respect of Taxes, adopt or change any material Tax accounting methodmethod in respect of Taxes, enter into any agreement or settle or compromise any material Tax liabilityclaim or assessment in respect of Taxes, file any amended Tax Return or consent to any extension or waiver of any the limitation period with applicable to any material audit, claim or assessment in respect to Taxesof Taxes or amend any material Tax Return; (xiixiv) Revalue Enter into any licensing, distribution, supply, procurement, manufacturing, marketing or other similar contracts, agreements, or obligations which either may not be canceled without penalty by the Company or its Subsidiaries within the time period consistent with past practice (that is, that may not be canceled by the Company or its Subsidiaries upon sixty (60) days or less notice) or which provide for express payments by or to the Company or its Subsidiaries in an amount in excess of its assets $500,000 (net of fees payable to third parties) in any one year; Table of Contents (xv) Cancel or make terminate or allow to lapse without reasonable substitute policy therefor, or amend in any change in accounting methodsmaterial respect or enter into, principles or practicesany material insurance policy, other than as required by GAAP or by a Governmental Entitythe renewal of existing insurance policies; (xiiixvi) (A) Pay, discharge, settle or satisfy any material claims (including any Tax claim)claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date in excess of this Agreement)$100,000 in any individual case, other than the payment, discharge, settlement, or satisfaction for money, of claims, liabilities, obligations or litigation (x1) to the extent subject to reserves on the Company Financials existing as of the date hereof in accordance with GAAP, (y) that are accounts payable those incurred in the ordinary course of business for goods and services or (z) otherwise in the ordinary course of business consistent with past practice practice, (2) as required by their terms as in effect on the date of this Agreement, (3) claims, liabilities or in accordance with their terms, of claims obligations reserved against on the Company Balance Sheet (for amounts not in excess of $100,000 individually such reserves) or $1,000,000 incurred since the date of such financial statements in the aggregateordinary course of business consistent with past practice, providedprovided that, that with respect in each case, the payment, discharge, settlement or satisfaction of which does not include any obligation (other than the payment of money) to be performed by the Company or its Subsidiaries following the Closing Date, (B) waive, relinquish, release, grant, transfer or assign any matter under this clause (A) that requires Parent’s consent, such consent shall not be unreasonably withheld, conditioned or delayedright of material value, or (BC) waive the any material benefits of, or agree to modify in any manner materially adverse to the Companyrespect, terminate, release any person from or knowingly fail to enforce enforce, or consent to any material confidentiality matter with respect to which its consent is required under, any confidentiality, standstill or similar agreement Contract to which the Company or any of its Subsidiaries is a party or of which Company or any of its Subsidiaries is a beneficiaryparty; (xivxvii) Institute, settle or agree to settle any suit, claim, action, investigation or proceeding pending or threatened before any arbitrator, court or other Governmental Entity; (xviii) Except as required by Legal Requirements applicable Law, or as required by pursuant to the terms of any Company Employee Plan Plan, or Employee Agreement in existence as of the date hereof and as set forth in Section 2.12(a) of currently binding on the Company Disclosure Letter)or its Subsidiaries, (1A) increase in any manner the amount of compensation or fringe benefits of, pay or grant any bonus or special remuneration (cashbonus, equity or otherwise) to or g▇▇▇▇ ▇▇▇▇▇▇▇▇▇ change of control, severance or termination pay to any Employee, consultant Employee or director of the Company or any Subsidiary of the Company Company, except (other than 1) for routine changes in salary increases and bonuses, in each case, or wages made in the ordinary course of business and in a manner consistent with past practice with respect to for employees who are not executive officers of the Company or directors of the Company)other than officers, (2) make any increase changes in salary or commitment wages made in connection with promotions based on job performance or workplace requirements, in the ordinary course of business and provided that the amounts so granted shall have a value that is consistent with the past practice relating to increase salary and wage levels available to newly hired or promoted employees in similar positions, or (3) changes in salary or wages not greater than ten percent (10%) of such salary or wage as of the date hereof to respond to bona fide written offers of employment made by third parties to Company employees (B) adopt, enter into, amend, modify or terminate any Company Employee Plan (including any severance plan), adopt or amend or make any commitment to adopt or amend any Company Employee Plan Agreement or make any contribution, other than regularly scheduled contributions or contributions required by the terms of the Company Employee Plan as in effect as of the date hereofcontributions, to any Company Employee Plan, other than amendments in order to comply with applicable Law or as expressly permitted in clause (3A) of this Section 4.1(b)(xiv); (C) waive any stock repurchase rights, accelerate, amend or change the period of vesting or exercisability of Company Options or Company Restricted Unvested Common Stock, or reprice any Company Options or authorize cash payments in exchange for any Company OptionsOptions other than a waiver of a right to acceleration under any award or agreement, or an agreement to the cancellation of any Company Option or other awards (4D) enter into into, modify or amend any employment, severance, termination Employee Agreement or indemnification agreement with any Company Employee or enter into any collective bargaining agreement, (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will,” without or modifications whereby an Employee waives the right to acceleration, or agrees to the cancellation of, any Company Option or its Subsidiaries incurring any material liability or financial obligation and who are not officersother award), (5) make any material oral or written representation or commitment with respect to any material aspect of any Company Employee Plan that is not materially except in accordance connection with the existing written terms and provision promotion of such Company Employee Plan, employees in the ordinary course of business or as expressly permitted in clause (6A) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company Employeeof this Section 4.1(b)(xiv), ; or (7E) enter into any agreement with any Company Employee the benefits of which are (in whole or in part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; provided, however, that nothing herein shall be construed as prohibiting the Company from granting Company Options that are Routine Grants; and provided, further, that nothing herein shall limit the Company’s ability to amend Company Employee Plans, Employee Agreements, employment, severance, termination or indemnification agreements to the extent necessary (A) to bring such plans or agreements into compliance with Section 409A of the Code or to secure an exemption from Section 409A of the Code, or (B) to reduce or prevent the imposition on any Employee or other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) of excise taxes pursuant to Section 4999 of the Code with respect to payments or benefits thereunder. Notwithstanding the foregoing, the form and substance of any such amendments shall be subject to Parent’s prior review and approval, which review shall be prompt and approval not unreasonably withheld; (xv) Grant any exclusive rights with respect to any Company Intellectual Property; (xvi) Enter into, or renew, any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, exclusivity or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, which is material to the business of the Company and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Company may renew such Contracts for a period of one (1) year or less on the same terms in place prior to the date of this Agreement so long as none of Parent nor any of its Subsidiaries (other than, following the Closing, the Surviving Corporation or any of its Subsidiaries) are, or following the Closing would be subject to, any such non-competition, exclusivity or other restrictions provided therein; (xvii) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material Intellectual Property owned by Parent or any of its Subsidiaries (excluding for the avoidance of doubt, the Company and its Subsidiaries); (xviii) Take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codecollective bargaining agreement; (xix) Provide any material refund, credit or rebate to any customer, reseller or distributor, in each case, other than in the ordinary course of business consistent with past practice; (xx) Hire any non-officer employees other than in the ordinary course of business; (xx) Terminate business consistent with past practice or hire, elect or appoint any employees of the Company officers or its Subsidiaries or otherwise cause elect any employees of the Company or its Subsidiaries to resigndirectors, except for such officer hires that are accounted for in each case other than (x) in the ordinary course of business or (y) for cause or poor performance (documented in accordance with the Company’s past practices)2010 operating plan previously provided to Parent; (xxi) Make any representations or issue any communications (including electronic communications) to employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment or other benefits from Parent; (xxii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt Table of Contents securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than borrowings (and guarantees by the Subsidiaries of indebtedness incurred by the Company) of up to $15,000,000 at any time outstanding (in the aggregateordinary course of business consistent with past practice; (A) pursuant Enter into any agreement to (x) the Loan and Security Agreement, dated as of February 23, 2007, entered into by the Company and Silicon Valley Bank (the “SVB Facility”), as amended from time to timepurchase or sell any interest in real property or grant any security interest in any real property, or (yB) other than in the ordinary course of business, enter into any replacement credit facility on terms not materially less favorable (including lease, sublease, license or other occupancy agreement with respect to guarantees by Subsidiaries) to any real property or alter, amend, modify or terminate any of the Company than the SVB Facility (provided that prior to or concurrently with entering into terms of any replacement facility, the Company shall pay all liabilities, obligations and fees owed under the SVB Facility)lease; (xxiii) Make Enter into, modify or amend in a manner adverse to the Company or any individual of its Subsidiaries, or series terminate any Company Material Contract, or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse to the Company and its Subsidiaries, other than any entry into, modification, amendment or termination of related payments any such Company Material Contract in excess of $250,000 outside of the ordinary course of business, consistent with past practice; (xxiv) Enter into any Contract containing, or otherwise subject the Surviving Corporation or Parent to any material non-standard terms, including but not limited to, any non-competition, exclusivity, “most favored nations,” or similar provision or covenant restricting the Company or any of its Subsidiaries from competing or engaging in any line of business or make with any Person or in any area or pursuant to which any material benefit or material right would be lost or be required to be given as a result of so competing or engaging, or would have any such effect on Parent or the Surviving Corporation after the consummation of the Merger, other than as is consistent with past practice; or (xxv) Enter into any customer or partner Contract that may not be cancelled by the Company without penalty within the time period consistent with past practice (that is, that may not be canceled by the Company upon less than ninety (90) days notice); (xxvi) Make or commit to make any capital expenditures in excess of $750,000 beyond those contained the capital expenditures set forth for such periods in the Company’s capital expenditure annual budget for the fiscal year ended December 31, 2010; (xxvii) Enter into any Contract that, if entered into prior to the date hereof would be required to be disclosed in effect onthe Company Disclosure Schedule pursuant to Section 2.8(e); (xxviii) Knowingly take any action that would make any representation or warranty of the Company hereunder inaccurate in any respect at, or as of any time before, the Effective Time; or (xxix) Take, commit, or agree (in writing or otherwise) or announce the intention to take, any of the actions described in Section 4.1(b) hereof, or take any other action that would reasonably be expected to result in any of the conditions to the Merger set forth in Article VI not to be satisfied.