Business Expense. The Company shall reimburse the Executive for all reasonable travel, entertainment and other business expenses incurred by the Executive in the course of performing the duties of the Position. Those expenses shall be reimbursed in accordance with the standard policies and procedures of the Company in effect from time to time related to such reimbursable expenses.

Melamed shall be reimbursed for business-related expenses that she incurs pursuant to her employment with or consulting for RoxSan pursuant to this Agreement and that are approved by RoxSan, such expenses to be timely submitted and reasonable, and subject to RoxSan’s then standing Expense Reimbursement Policy and the review and approval of the Board of Directors or its authorized designate. Melamed shall provide RoxSan with expense reports detailing business-related expenses and supporting documentation and other substantiation of such expenses that conform to the reporting requirements of RoxSan and the Internal Revenue Service. RoxSan will reimburse expenses to Melamed within 15 days of receipt. Melamed as part of this engagement may be required to travel and shall have expenses paid accordingly.

Security and Business Continuity Management Policy. Seller shall have and comply with a company security and business continuity management policy, which shall be revised and maintained proactively and as may be requested by Buyer (“Security and Business Continuity Management Policy”). ‘The Security and Business Continuity Management Policy shall identify and require Seller’s management and employees to take appropriate measures necessary to do the following:

Locations. Annex C lists, as to each Grantor, as of the date hereof or as of the date of the most recent Compliance Certificate, # its exact legal name, # the jurisdiction of its incorporation or organization and its organizational identification number (if any), # its federal tax identification number, # its mailing address and # the address of its chief executive office. No Grantor, as of the date hereof or as of the date of the most recent Compliance Certificate, conducts business under any prior or other corporate or company name or under any trade or fictitious names, except as indicated beneath its name on Annex C, and no Grantor has entered into any contract or granted any Lien within the past five years from the date hereof under any name other than its legal corporate name or a trade or fictitious name indicated on Annex C.

Changes to the services or programs shared by the parties and listed as the Headquarters Shared Costs, the Company-Wide Shared Costs, the Shared Program Costs and the IT Shared Costs, may be made by the parties, on an annual basis, by mutual agreement of authorized officers. Changes in the hourly billing rates of the Legal Services may also be made by the parties, on an annual basis by mutual agreement of authorized officers.

Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

Business Credit Card. [[Organization A:Organization]] may use availability hereunder up to the Credit Card Limit for issuance by [[Organization B:Organization]] of business credit cards for [[Organization A:Organization]]. The entire Credit Card Limit will be treated as an Advance for purposes of determining availability under the Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. All credit cards issued under the Credit Card Limit shall be subject to additional terms set forth in applicable credit card agreements. Upon the Maturity Date, the amount owing to [[Organization B:Organization]] on account of credit cards issued to [[Organization A:Organization]] shall be secured by unencumbered cash on terms acceptable to [[Organization B:Organization]] if the term of this Agreement is not extended by [[Organization B:Organization]].

From the date of this Agreement through the Closing Date, the Company shall conduct its business in the ordinary course consistent with the Company’s past practice and shall not engage in any extraordinary transaction without the Buyer’s prior written Consent. Without limiting the foregoing, the Company shall not, without the Buyer’s prior written consent,

Conduct of Business. The Company will not, nor will it permit any Subsidiary to, engage in any business other than the businesses engaged in by the Company or such Subsidiaries on the date hereof and any business or activities which are reasonably similar, related or incidental thereto or logical extensions thereof.

Neither the Company nor any of its Subsidiaries or Affiliates acting on its behalf has # used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, # made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or similar anti-corruption or bribery law of any other jurisdiction, or # directly or indirectly given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, government employee or other Person who is or may be in a position to help or hinder the Company or any Subsidiary or assist the Company or any Subsidiary in connection with any actual or proposed transaction.