Common use of Additional Agreements Clause in Contracts

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 6.1 Conduct of Business the Company Prior to the ClosingEffective Time. (a) Unless Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth otherwise consents in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, writing (which consent shall not be unreasonably withheld withheld, conditioned or delayed: ) and except as otherwise contemplated by this Agreement or set forth in Section 6.1 of the Company Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 8.1 (the “Pre-Closing Period”), the Company shall (i) conduct the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, Business in the ordinary course of business; course; (ii) use commercially reasonable efforts, subject to the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationlimitations set forth in this Agreement, to keep available the services of the current officers and key employees of Rodeo, Inc. the Company; and (iii) use commercially reasonable efforts to preserve maintain the current relationships material assets and material properties of the Company in their current condition, normal wear and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicetear excepted. (b) By way of amplification and not limitation, except Except as otherwise contemplated by this Agreement, Agreement or as reflected set forth in Section 6.1 of the Company SEC Reports filed prior to Disclosure Schedule, during the date hereof or Section 5.01 of the Disclosure LetterPre-Closing Period, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly shall not do or indirectly do, or propose cause to do, be done any of the following, following without the prior written consent of Buyer, Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed:): (i) amend, propose to amendissue or sell, or otherwise change its Certificate authorize the issuance or sale of, (A) any capital stock of Limited Partnership the Company, except upon the exercise of Company Options or Warrants issued and outstanding as of the date of this Agreement or upon the conversion of Preferred Stock into Common Stock, or (B) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating the Company Partnership Agreement to issue, deliver or similar organizational documentssell any capital stock of the Company; (ii) issuecreate, sellincur, transfer, pledge, dispose of, grant, encumber, amend assume or otherwise become liable for an amount in excess of five hundred thousand dollars ($500,000) of Indebtedness in the terms of, aggregate or authorize the issuance, sale, pledge, disposition, grant create any Encumbrance on any material assets or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest properties (whether tangible or any other ownership interests (including without limitation general and limited partnership interestsintangible) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company SubsidiaryCompany, other than as permitted under clause (ixy) Permitted Encumbrances; and (z) Encumbrances on assets or properties having an aggregate value not in excess of Section 5.01(bfive hundred thousand dollars ($500,000); (iii) declaresell, set asideassign, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contracttransfer, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer license or otherwise dispose of, or agree to sell, transfer assign, transfer, lease, license or otherwise dispose ofof (x) any material Owned Intellectual Property or Licensed Intellectual Property or (y) any other material assets of the Company, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection case of clause (viiiy) having a value, in any individual case, in excess of one million dollars ($1,000,000) or, in the aggregate, in excess of five million dollars ($5,000,000); (ixiv) incur acquire (by merger, consolidation or combination, or acquisition of stock or assets) any Indebtedness, other than as permitted by the terms of the Credit AgreementsPerson or division thereof; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xviiA) enter into any contractContract for Leased Real Property, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (viB) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which Contract that if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20deemed a Material Contract or (C) modify, amend, extend, or supplement in any material respect, transfer or terminate any Material Contract or waive, release or assign any rights or claims thereto or thereunder; (xixvi) (A) enter into or amend any employment, consultancy, retirement, deferred compensation, severance or similar agreement; (B) hire any employee with an annual rate of compensation in excess of one hundred and fifty thousand dollars ($150,000); (C) increase the number of employees engaged as sales representatives or engaged to provide reimbursement assistance to consumers or health care providers; (D) terminate the employment of any officer other than for Cause or take any actions that would provide a basis for any officer to terminate employment for Good Reason (as Cause and Good Reason are defined in any applicable employment, change of control, severance, retention or similar agreement); (E) establish, adopt or amend any Company Benefit Plan; (F) increase the compensation of any Company Employee or director or officer of the Company; (G) grant any severance or termination pay to any Company Employee or director or officer of the Company; or (H) increase the benefits of any Company Employee or director or officer of Company, other than as required by the terms of any Company Benefit Plan, in connection with the payment of Pro-Rata Bonuses, or as required by applicable Law; (vii) materially alter change any method of financial accounting or financial or accounting practice used by the Company, other than such changes required by GAAP, as applicable; (through mergerviii) split, liquidation, reorganization, restructuring, conversion combine or in reclassify any other fashion) the corporate structure or ownership shares of capital stock of the Company or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof), or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or acquire any capital stock of the Company; (ix) amend any term of any Company Subsidiary Capital Stock, Company Option or warrant; 44 (x) except for capital expenditures made to repair or replace assets or properties that are damaged or destroyed, incur any capital expenditures or any Liabilities in respect thereof in excess of one million and five hundred thousand dollars ($1,500,000) in the aggregate; (xi) enter into any Contract containing covenants limiting the freedom of the Company to compete with any Person in any line of business or in any area or territory or would so limit Parent or any of its Affiliates after the Closing Date; (xii) make any loans, advances or capital contributions to, or investments in, any other Person, other than as contemplated by this Agreementtravel and similar advances to its employees in the ordinary course of business consistent with past practice; (xiii) settle, or offer or propose to settle, any material Action; (xiv) adopt or propose any change in the Company Certificate of Incorporation or Company Bylaws; or (xxxv) enter into any contractagreement or otherwise commit to take, agreementor cause to be taken, commitment or arrangement to do any of the foregoingactions set forth in this Section 6.1(b).

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 RECOMMENDATION; PREPARATION OF PROXY STATEMENT; THE COMPANY STOCKHOLDERS MEETING. (a) The Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and tender all of their shares of Company Common Stock to Merger Sub and vote in favor of adoption of this Agreement; PROVIDED, HOWEVER, that the Company Board may withdraw or modify such recommendation (and its declaration of the advisability of this Agreement) to the extent that the Company Board determines in good faith to do so consistent with the exercise of its fiduciary duties (after consulting with outside legal counsel and, if appropriate, its outside financial advisor, and other than in connection with a Transaction Proposal) or as permitted under Section 5.4. Except as provided in Section 5.4, if required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by Merger Sub of the shares of the Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Required Company Vote. Parent and RodeoMerger Sub shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent, Inc. covenant Merger Sub or any of Parent's other Subsidiaries in favor of the approval of the Merger and agree that, between adoption of this Agreement. After the date hereof and prior to the expiration of this Agreement the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the time of Merger. (b) Notwithstanding the Closing, except as set forth in Section 5.01 of the Disclosure Letter preceding paragraph or as contemplated by any other provision of this Agreement, unless in the Buyer event Parent, Merger Sub or any other Subsidiary of Parent shall otherwise consent beneficially own, in writingthe aggregate, which consent at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be unreasonably withheld required to call the Company Stockholders Meeting or delayed:to file or mail the Proxy Statement, and the parties hereto shall, at the request of Parent or the Company and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of the Company Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL. (ic) If required by applicable law, as soon as practicable following Parent's request, the businesses Company and Parent shall prepare and file with the SEC the Proxy Statement. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable. The Company shall use its reasonable best efforts to preserve substantially intact their business organizationobtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, shall respond promptly to keep available the services any comments of the current employees of Rodeo, Inc. SEC relating to any preliminary proxy statement regarding the Merger and the other transactions contemplated by this Agreement and to preserve cause the current relationships Proxy Statement to be mailed to its stockholders, all at the earliest practicable time. The Company, acting through its Board of Directors, shall include in the Proxy Statement the recommendation of its Board of Directors that stockholders of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply vote in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 favor of the Disclosure Letter, Parent approval and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date adoption of this Agreement and the Closing, directly or indirectly do, or propose Merger. The Company shall use its reasonable best efforts to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) solicit from stockholders of the Company proxies in favor of such approval and adoption and shall take all other actions necessary or any Company Subsidiary advisable to secure the vote or consent of any class, or any options, warrants, convertible securities or other rights of any kind the Company's stockholders required by the DGCL to acquire any Units, effect the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) Merger. All obligations of the Company or any Company Subsidiary, other than as permitted under clause (ixin this Section 5.1(c) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or shall be subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this rights under Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing5.4.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1. PREPARATION OF PROXY STATEMENT; THE COMPANY STOCKHOLDERS MEETING. (a) If required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by Merger Sub of shares of Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of obtaining the Required Company Votes, and, the Company shall, through its Board of Directors, recommend to its stockholders that they vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent that the Company Board, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. Parent and RodeoMerger Sub shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent, Inc. covenant Merger Sub or any of Parent's other Subsidiaries in favor of the approval of the Merger and agree that, between the adoption of the Agreement. After the date hereof and prior to the expiration of this Agreement the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the time of Merger. (b) Notwithstanding the Closing, except as set forth in Section 5.01 of the Disclosure Letter preceding paragraph or as contemplated by any other provision of this Agreement, unless in the Buyer event Parent, Merger Sub or any other Subsidiary of Parent shall otherwise consent beneficially own, in writingthe aggregate, which consent at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be unreasonably withheld or delayed: (i) the businesses of required to call the Company and Stockholders Meeting or to file or mail the Company Subsidiaries shall be conducted only inProxy Statement, and the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of Company and Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (c) In connection with any stockholder meeting, the Company Subsidiaries shall not take any action except in, promptly prepare and file with the ordinary course of business; (ii) SEC the Proxy Statement. The Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available cause the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated Proxy Statement to be conducted by cleared with the Company or (iii) ancillary SEC and mailed to the Company's current businessstockholders, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or as promptly as practicable, and, thereafter, to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee obtain approval of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required Merger by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingstockholders.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.5.1 Information Statement and Proxy Statement. ----------------------------------------- (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable after the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision execution of this Agreement, unless Company shall prepare, with the Buyer cooperation and reasonable assistance of Parent, and furnish to its shareholders an Information Statement for the shareholders of Company to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. The Information Statement shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) constitute a disclosure document for the businesses offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, the Merger and the Company Subsidiaries shall be conducted only inother transactions contemplated hereby, and may be combined with the Proxy Statement as a joint proxy/information statement. Parent and Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall each use its reasonable best efforts to preserve substantially intact their business organizationcause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly to the other such information concerning it and its respective affiliates, to keep available directors, officers and securityholders as, in the services reasonable judgment of the current employees of Rodeoother party or its counsel, Inc. may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to preserve cause its counsel and auditors to cooperate with the current relationships other's counsel and auditors in the preparation of the Information Statement. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that Company shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable and in the best interests of Company and its shareholders. Anything to the contrary contained herein notwithstanding, Company Subsidiaries shall not include in the Information Statement any information with customersrespect to Parent or its affiliates or associates, contractholders the form and other Persons with whom the Company or any Company Subsidiary has significant business relations;content of which information shall not have been approved by Parent prior to such inclusion. (iiib) As soon as practicable after the Company execution of this Agreement, Parent shall prepare, with the cooperation of Company, and file with the SEC preliminary proxy materials relating to the Parent Stockholders Meeting and the vote of the stockholders of Parent on the issuance of the Merger Shares pursuant to this Agreement. Parent and Company Subsidiaries shall each use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with their the Exchange Act and all other applicable federal and state securities law requirements. Each of Parent and Company shall, and shall cause its respective obligations under all material contracts binding upon them representatives to, fully cooperate with the other such party and its representatives in the preparation of the Proxy Statement, and shall promptly provide to the other such information concerning it and its respective affiliates, directors, officers and securityholders as the other may reasonably request in connection with the preparation of the Proxy Statement. If at any time prior to the Effective Time Company or Parent shall become aware of any fact, event or circumstance that is required to be set forth in an amendment or supplement to the Proxy Statement, such obligations become due party shall promptly notify the other of such fact, event or circumstance and the other parties shall cooperate with their respective obligations each other in filing with the SEC or any other governmental official and mailing to Parent stockholders such amendment or supplement. The Proxy Statement shall contain the recommendation of the Board of Directors of Parent in favor of the Parent Stockholder Approval; provided, that the Board of Directors of Parent -------- shall have the right to omit, withdraw or modify such recommendation in the event that a Parent Superior Proposal has been made and Parent's Board of Directors has concluded in good faith, after considering applicable state law, on the basis of written advice of outside counsel, that inclusion of such recommendation would not be a proper exercise of the Parent's board of directors' fiduciary duties to Parent's stockholders under applicable Law; and law. Notwithstanding any such omission, withdrawal or modification, Parent shall convene and hold (ivand shall take all action otherwise required by this Agreement to convene and hold) the Company and Parent Stockholders Meeting. Without limiting the Company Subsidiaries generality of the foregoing, Parent shall use their its reasonable best efforts to continue in force respond promptly to any comments made by the SEC with good respect to the Proxy Statement (including each preliminary version thereof) and responsible insurance companies adequate insurance covering risks to clear the Proxy Statement as promptly as practicable hereafter. As promptly as practicable after SEC clearance of such types the Proxy Statement, Parent shall file with the SEC the definitive Proxy Statement and in such amounts as are consistent with past practicemail or cause to be mailed the Proxy Statement to its stockholders. (bc) By way As soon as practicable after the execution of amplification and not limitation, except as contemplated by this Agreement, or as reflected Parent shall prepare, with the cooperation of Company, the Permit Application. Parent and Company shall each use commercially reasonable efforts to cause the Permit Application to comply with the requirements of applicable federal and state laws. Each of Parent and Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application. Company SEC Reports filed will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the date hereof Effective Time either Company or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance obtain knowledge of any Units, facts that might make it necessary or appropriate to amend or supplement the Incentive Distribution Rights, Permit Application in order to make the GP Interest statements contained or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions incorporated by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions reference therein not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable misleading or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by comply with applicable law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; STOCKHOLDERS MEETINGS. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement") in writingpreliminary form and Parent shall prepare and file with the SEC the Form S-4, in which consent shall not the Joint Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company Subsidiaries and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be conducted only in, taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plans and the Company shall furnish all information concerning the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the Company Subsidiaries SEC or its staff, on the other hand, with customersrespect to the Joint Proxy Statement, contractholders and other Persons with whom the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitationIf, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) receipt of the Company Stockholder Approval or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitationParent Stockholder Approval, any phantom interest, general partnership interest or limited partnership interest) of event occurs with respect to the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, change occurs with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions information supplied by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than for inclusion in the case of any direct Joint Proxy Statement or indirect wholly-owned Company Subsidiarythe Form S-4, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary which is required to be described in respect of, in lieu an amendment of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay supplement to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.the

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent You agree not to disparage the Company, or its past and Rodeopresent investors, Inc. covenant officers or employees, and agree that, between to keep all confidential and proprietary information about the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter past or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses present business affairs of the Company and confidential unless a prior written release from the Company Subsidiaries shall be conducted only inis obtained, or as such disclosure is required under applicable law (in which case you will notify the Company in writing in advance of such disclosure). The Company agrees that will not disparage you, will upon your request deliver a positive written reference regarding you for delivery to any future employer or business relation, and will consult with you and obtain your reasonable approval in preparing the Company and initial press release or public statement regarding the Company Subsidiaries shall not take any action except in, the ordinary course termination of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceyour employment. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and You agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose you will continue to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted bound by the terms of your Executive Stock Agreement and Employment Agreement, dated as of November 27, 1996 and thereafter amended (your "Employment Agreement") that survive termination of your employment, specifically Section 4 relating to restrictions on transfer, Section 5(g) relating to confidentiality, Section 6 relating to ownership of intellectual property, Section 7 relating to noncompetition and nonsolicitation, Section 8 relating to notices, and Section 9 relating to miscellaneous provisions. In addition, notwithstanding anything to the Credit Agreements; contrary in Section 7 of the Employment Agreement, you will (xwithout the payment of any additional consideration other than as set forth in this letter Agreement) entercontinue to be bound by the terms of such Section 7 during the Severance Period; PROVIDED that if, prior to a material extentthe end of the Severance Period, any line the Board terminates your service under paragraph 2(d) above as Chairman of business that is not the Board, either (i) currently conductedthe Board will immediately after the date of such termination pay you in a lump sum all severance amounts remaining to be paid to you under paragraph 2(a) above and all consulting compensation remaining to be paid to you under paragraph 2(e) above for the remainder of the one-year or six-month consulting term, as applicable, in which such termination occurs (which lump sum payment will be in full satisfaction of the Company's obligations under paragraphs 2(a) and 2(e) above; or (ii) currently contemplated if the Board fails or declines to make such lump sum payment within 14 days after the date of such termination, then, notwithstanding anything herein to the contrary, you will thereafter no longer be conducted bound by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course terms of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee Section 7 of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by your Employment Agreement and the Company or will have no further obligation to make any Company Subsidiary, except for any such change required by U.S. GAAP; (xiiipayments thereafter to you under paragraphs 2(a) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (viand 2(e) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 4.1 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between of Adirondack. Between the date of this Agreement hereof and the time of the ClosingClosing Date, except as set forth in Section 5.01 of the Disclosure Letter contemplated or as contemplated permitted by any other provision of this Agreement, unless Adirondack shall conduct its business and shall cause the Buyer shall otherwise Bank to conduct its business in the usual and ordinary course consistent in all material respects with prudent banking practices. Without limiting the foregoing, without the prior written consent in writingof CNB, which consent shall not be unreasonably withheld or delayed:(provided that CNB shall respond to a request for a consent within five business days): (ia) Adirondack shall, and shall cause the businesses Bank to, make no changes in their respective charter or bylaws, the number of issued and outstanding shares (other than the Company issuance of up to 1,000 shares that may be issued under Adirondack's 401(k) Plan and the Company Subsidiaries shall be conducted only inissuance of shares under the Adirondack Option Plan), and or the Company and number of options except for changes resulting from the Company Subsidiaries shall not take any action except in, the ordinary course exercise of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply existing Options in all material respects accordance with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice.terms; (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary Adirondack shall, between and shall cause the date Bank to, not increase the compensation of this Agreement and the Closingtheir directors, directly officers or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed:employees. (ic) amendAdirondack shall, propose to amendand shall cause the Bank to, make no loan for $150,000 or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests more (including without limitation general and limited partnership interests) aggregation of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect loans to any of the Units, the Incentive Distribution Rights, the GP Interest one customer or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (viirelated entities) except for Permitted Encumbrances or as required by any Material Contractloans currently committed to be made pursuant to written commitment letters, leaseand Adirondack shall, licenseand shall cause the Bank to, mortgage or otherwise encumber or subject to any Encumbrancemake no other loans, or agree to encumber renewals or subject to any Encumbrance, any restructuring of its assets or properties, other than transactions that are loans except in the ordinary course of business and not consistent in all material respects with prudent banking practices and policies and applicable rules and regulations of federal or state banking agencies ("Regulatory Authorities") with respect to amount, terms, security and quality of the Company and the Company Subsidiaries taken as a wholeborrower's credit; (viiid) except as required by Adirondack shall not declare or pay any Material Contract stock dividend, cash dividend or other distribution without the prior written consent of CNB; (e) Adirondack shall, and shall cause the Bank to, use their best efforts to maintain their present insurance coverage in respect of their respective properties and businesses; (f) Adirondack shall, and shall cause the Bank to, make no significant changes, outside the ordinary course of business, sellin the general nature of the business conducted by Adirondack and the Bank, transfer including but not limited to the investment or otherwise dispose ofuse of their assets, the liabilities they incur, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii)facilities they operate; (ixg) incur Adirondack shall, and shall cause the Bank to, not enter into any Indebtednessemployment, consulting or other similar agreements (other than as permitted by the terms of the Credit Agreementsconsulting or employment agreements pursuant to Section 4.1(n)) that isnot terminable on 30 days' notice or less without penalty; (xh) enterAdirondack shall, to and shall cause the Bank to, not take any action that would result in a material extenttermination, partial termination, curtailment, discontinuance or merger into another plan or trust of any line of business that is not Adirondack Benefit Plan, except as provided in this Agreement; (i) currently conductedAdirondack shall, (ii) currently contemplated and shall cause the Bank to, timely file or extend all required tax returns with all applicable taxing authorities and will not make any application for or consent to be conducted by any extension of time for filing any tax return or any extension of the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canadaperiod of limitations applicable thereto; (xij) increase Except as already reflected in the compensation payable or to become payable to Financial Statements, Adirondack shall, and shall cause the Company'sBank to, not make any Company Subsidiary'sexpenditure for fixed assets in excess of $10,000 for any single item, or Seller's officers $25,000 in the aggregate, or employeesenter into any lease of fixed assets; (k) Adirondack shall, and shall cause the Bank to, not incur any liabilities or obligations, make any commitments or disbursements, acquire or dispose of any property or asset, make any contract or agreement, or engage in any transaction, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by lawconsistent in all material respects with prudent banking practices; (xiil) change any method of accounting Adirondack shall, and shall cause the Bank to, only purchase or accounting practice invest in instruments permitted by the Company Bank's investment policy, including, but not limited to, obligations of the government of the United States, agencies of the United States or any Company Subsidiarymortgage-backed securities, except for any such change required by U.S. GAAPand to not execute individual investment transactions of greater than $2,000,000 in principal amount; (xiiim) payAdirondack shall, discharge and shall cause the Bank to, make no changes of a material nature in their accounting procedures, methods, policies or satisfy any material claimpractices or the manner in which they conduct their businesses and maintain their records, litigation, liability except as may be required by applicable law or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01regulation; (xivn) settle Subject to the approval of the selection of and the terms of the engagement thereof by CNB, Adirondack and the Bank shall, as soon as reasonably possible following execution of this Agreement, engage consultants or compromise any material Auditemployees to assist in the management of Adirondack and the Bank pending the Closing Date, make or change any material Tax election or file any material amended Tax return;provided that the terms of the engagements shall provide that agreement to provide such services are cancelable upon the expiration of one year and shall provide for compensation not to exceed $60,000 per annum plus usual and customary business expense reimbursement; and (xvo) take any action that would give rise Subject to a claim under and only upon the WARN Act or any similar state law or regulation because receipt of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter intoprior written approval of CNB, amendAdirondack may propose to its stockholders, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above;approval of the Agreement as required by Section 4.4 hereof, that the Adirondack Option Plan and Recognition and Retention Plan be amended to provide for the acceleration of the vesting of all outstanding options granted under the Adirondack Option Plan and awards of Adirondack Shares made under Recognition and Retention Plan upon the Closing. (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any 4.2 Conduct of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to Business of CNB. Between the date hereof would and the Closing Date, the business of CNB shall be required conducted (and CNB shall cause the business of its Subsidiaries to be disclosed pursuant to Section 3.20; (xixconducted) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingall material respects consistent with prudent banking.

Additional Agreements. SECTION 5.01 Conduct of Business Prior (a) Subject to the Closingterms and conditions herein provided, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all commercially reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings and to lift any injunction to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). (ab) Parent In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of Purchaser, the Company and Rodeothe Surviving Corporation shall use commercially reasonable efforts to take all such necessary action. (c) At the reasonable request of Purchaser, Inc. covenant the Company will use commercially reasonable efforts to cooperate with Purchaser's efforts to obtain the Financing and the consummation of the transactions associated therewith, provided that (i) all such information and discussions shall be provided only to those persons executing confidentiality agreements with the Company on terms at least as restrictive to the recipient as those contained in the Confidentiality Agreement, (ii) the Company shall not be required to disclose or discuss any information which the Company is not permitted to disclose under applicable law or by contractual agreement, (iii) in no event shall this Section 8.3(c) be deemed to require the Company to modify or agree that, between the date to modify any terms of this Agreement and (iv) in no event shall the time of Company's obligations under this Section 8.3(c) be deemed to limit Purchaser's obligations under Section 8.13 or the Closing, except as Company's termination rights set forth in Section 5.01 Article X. (d) Without limiting the foregoing, each of Purchaser and the Company undertakes and agrees to file as soon as practicable after the date hereof the HSR Act filing and any other filings required by antitrust regulations of other jurisdictions including foreign countries. Each of Purchaser and the Company shall (i) use all best efforts to comply as expeditiously as possible with all lawful requests of the Disclosure Letter Federal Trade Commission (the "FTC") or as the Antitrust Division for additional information and documents, and (ii) not under any circumstances whatsoever extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by any other provision of this Agreement, unless except with the Buyer shall otherwise prior written consent in writingof the other parties hereto, which consent shall not be unreasonably withheld withheld, and (iii) use all best efforts, including litigation with the FTC or delayed:the Antitrust Division if necessary, to cause the expeditious termination of the HSR Act waiting period and the efficient and expeditious conclusion of review by the FTC or the Antitrust Division under the HSR Act. (ie) Subject to the businesses fiduciary duties of the Company and Board of Directors of the Company, the Company Subsidiaries shall be conducted only inkeep Purchaser informed of, and give Purchaser the Company and opportunity to participate in the Company Subsidiaries shall not take defense or settlement of, any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and stockholder or other Persons with whom third party litigation against the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts its directors relating to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the ClosingVoting Agreements and the transactions contemplated hereby and thereby. The Company shall not enter into any settlement of such stockholder or other third-party litigation against the Company or its directors which provides for injunctive relief against the Company or Purchaser or monetary payment by the Company, directly or indirectly do, or propose to do, any of the following, in either case without the prior written consent of BuyerPurchaser; provided, which consent shall not be unreasonably withheld or delayed: (i) amendhowever, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, that with respect to any such settlement of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved stockholder litigation against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly directors providing solely for a monetary payment, Purchaser shall not unreasonably withhold or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingdelay such consent.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) The Executive represents that he or she has not, and agrees that he or she will not, in any way disparage the businesses Company or its current and former officers, directors and employees, or make or solicit any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of any of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of businessaforementioned parties or entities; (ii) The Executive further agrees that he or she will not at any time discuss any matter concerning the Company and with anyone adverse or potentially adverse to the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationon any matter, to keep available the services of the current employees of Rodeoincluding, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not without limitation, except as contemplated by this Agreement, employment claims or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the followingcustomer claims, without the prior written consent of Buyerthe Company. However, which consent shall not be unreasonably withheld if required by a governmental regulatory agency or delayed: (i) amend, propose self-regulatory agency to amend, provide testimony or otherwise change its Certificate of Limited Partnership or information regarding the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any UnitsCompany, the Incentive Distribution RightsExecutive will cooperate with said regulatory agency. If compelled to testify by a validly served subpoena or by regulatory authority, the GP Interest Executive will testify truthfully as to all matters concerning his or any other ownership interests (including without limitation general and limited partnership interests) of her employment with the Company. If a regulatory agency or self-regulatory agency contacts the Executive regarding the Company or if the Executive receives a subpoena or other court or legal process relating in any Company Subsidiary of any classway to the Company, or any options, warrants, convertible securities present or other rights of any kind to acquire any Unitsformer Company customer or employee, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of Executive immediately will give the Company prior written notice and shall make himself or any Company Subsidiary, other than as permitted under clause (ix) herself available to be interviewed concerning the subject matter of Section 5.01(b);such contact; and (iii) declare, set aside, The Executive agrees to cooperate with and make himself or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect herself readily available to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregateGeneral Counsel, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiarymay reasonably request, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or assist it in any other fashion) matter, including litigation or proceedings or potential litigation or proceedings, over which the corporate structure Executive may have knowledge, information or ownership expertise, provided, however, that the Company shall pay the reasonable out-of-pocket expenses of the Company Executive in performing his or any Company Subsidiary other than as contemplated by her obligations under this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingSection 2(g)(iii).

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior to the ClosingProxy Statement and Schedule 13E-3. (a) Parent The Company shall as promptly as practicable prepare and Rodeofile a proxy or information statement relating to the Stockholders' Meeting (together with all amendments, Inc. covenant supplements and agree thatexhibits thereto, between the date "Proxy Statement") with the SEC and will use its best efforts to respond to the comments of this Agreement the SEC and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practical time. The Company shall use its best efforts to obtain from the Financial Advisor an opinion (that shall not at the time of the Closing, except as set forth in Section 5.01 mailing of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless Proxy Statement to the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses stockholders of the Company and be subject to adverse comment by the Company Subsidiaries shall be conducted only in, and SEC) as to the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services fairness of the current employees of Rodeo, Inc. transactions contemplated hereby and to preserve cause the current relationships same to be reproduced and furnished to its stockholders in connection with the Proxy Statement. The Company will notify Levy Acquisition Co. promptly of the Company receipt of any comments from the SEC or its staff and of any request by the Company Subsidiaries SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Levy Acquisition Co. with customers, contractholders and other Persons with whom copies of all correspondence between the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliatesits staff, on the other hand, which if entered into with respect to the Proxy Statement or the Merger. If at any time prior to the date hereof would Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Levy Acquisition Co. reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement. (b) The Company and Levy Acquisition Co. shall together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Levy Acquisition Co. shall furnish all information concerning it, its affiliates and the holders of its capital stock required to be disclosed pursuant included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) comments made by the corporate structure or ownership of SEC with respect to the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingSchedule 13E-3.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 RECOMMENDATION; PREPARATION OF PROXY STATEMENT; THE COMPANY STOCKHOLDERS MEETING. (a) Parent The Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and Rodeo, Inc. covenant tender all of their shares of Company Common Stock to Merger Sub and agree that, between the date vote in favor of this Agreement and the time Merger; provided, however, that the Company Board may withdraw or modify such recommendation (and its declaration of the Closingadvisability of this Agreement and the Merger) to the extent that the Company Board determines to do so in exercise of its statutory duties as permitted under Section 5.4. Except as provided in Section 5.4, if required by the MGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by Merger Sub of the shares of the Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of obtaining the Required Company Vote. The LUKOIL Entities shall vote or cause to be voted all the shares of Company Common Stock owned of record by the LUKOIL Entities or any other Subsidiary of any LUKOIL Entity in favor of the approval of the Merger and this Agreement. After the date hereof and prior to the expiration of the Offer, no LUKOIL Entity shall purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except as set forth in Section 5.01 pursuant to the terms of the Disclosure Letter Offer, the Merger and the Support Agreements (as defined in Annex A). (b) Notwithstanding the preceding paragraph or as contemplated by any other provision of this Agreement, unless in the Buyer event Merger Sub or any other Subsidiary of any LUKOIL Entity shall otherwise consent beneficially own, in writingthe aggregate, which consent at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be unreasonably withheld required to call the Company Stockholders Meeting or delayed:to file or mail the Proxy Statement, and the parties hereto shall, at the request of LUKOIL Americas or the Company and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of the Company Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company in accordance with Section 3-106 of the MGCL and, unless waived by all holders of Company Common Stock other than the LUKOIL Entities or any other subsidiary of any LUKOIL Entity, Merger Sub shall give notice of the Merger to each such stockholder at least 30 days before the Articles of Merger are filed with the SDAT in accordance with Section 3-106(d)(1) of the MGCL. (ic) If required by applicable law, as soon as practicable following LUKOIL Americas' request, the businesses Company and LUKOIL Americas shall prepare and file with the SEC the Proxy Statement. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries LUKOIL Americas shall use reasonable best efforts to preserve substantially intact their business organization, cause the Proxy Statement to keep available be mailed to the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company and the Company Subsidiaries with customersCommon Stock, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts promptly as are consistent with past practicepracticable. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and RodeoWith respect to Company Warrants held by the Shareholder, Inc. covenant and agree that, between the Shareholder agrees to exercise each such Company Warrant on or prior to the warrant expiration date of this Agreement December 19, 2019 set forth therein, and the time to receive in consideration of the Closingexercise and cancellation of such Company Warrant and in settlement therefor, except as set forth in Section 5.01 such amount of Company Common Stock issuable upon the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses exercise of the Company and Warrant in accordance with the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships terms of the Company Warrants. If the Shareholder does not, prior to the warrant expiration date of December 19, 2019, exercise such Company Warrant, then such Company Warrant shall, without any payment of any consideration therefor, be canceled and extinguished, shall no longer be outstanding, shall cease to represent the right to acquire shares of Company Subsidiaries Common Stock or receive any Merger Consideration and shall not represent the right to acquire any shares of Parent Common Stock. The Shareholder agrees to vote such Company Common Stock issuable and issued with customers, contractholders and other Persons with whom respect to the Shareholder’s Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are Warrants consistent with past practiceSection 1 above. (b) By way The Shareholder agrees that each of amplification and not limitationthat certain Corporate Governance Agreement dated December 19, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, 2014 between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of businessShareholder and that certain Securities Purchase Agreement dated December 19, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, 2014 between the Company and/or and the Shareholder (collectively, the “Shareholder Agreements”) is hereby terminated as of the Effective Time without any further requirement of either party to execute any additional documents or take any further action with respect thereto. From and after the Effective Time, the Shareholder Agreements shall be of no further force or effect, and the rights and obligations of each of the parties thereunder shall terminate. In addition, the Shareholder hereby irrevocably waives any right to require the registration of the Company SubsidiaryCommon Stock that may exist upon the exercise of the Company Warrants as such right may be set forth in the Shareholder Agreements or the Company Warrants. The Shareholder, on the one handbehalf of itself and its present and former parents, and any of their respective subsidiaries, affiliates, officers, directors, unitholdersshareholders, owners or Affiliatesmembers, on successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other handparties thereto and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which if entered into prior any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time arising out of or relating to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingShareholder Agreements.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; STOCKHOLDERS MEETINGS. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement") in writingpreliminary form and Parent shall prepare and file with the SEC the Form S-4, in which consent shall not the Joint Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company Subsidiaries and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be conducted only in, taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plan and the Company shall furnish all information concerning the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plan as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the Company Subsidiaries SEC or its staff, on the other hand, with customersrespect to the Joint Proxy Statement, contractholders and other Persons with whom the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitationIf, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) receipt of the Company Stockholder Approval or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitationParent Stockholder Approval, any phantom interest, general partnership interest or limited partnership interest) of event occurs with respect to the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, change occurs with respect to any of other information supplied by the UnitsCompany for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Incentive Distribution RightsJoint Proxy Statement or the Form S-4, the GP Interest Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant supplement to the terms Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company's stockholders. (c) If, at any time prior to the receipt of the Company Partnership Agreement; (iv) Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to Parent or any Parent Subsidiary, or change occurs with respect to other than information supplied by Parent for inclusion in the case of any direct Joint Proxy Statement or indirect wholly-owned Company Subsidiarythe Form S-4, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary which is required to be described in respect of, in lieu an amendment of, or in substitution of the Unitsa supplement to, the Incentive Distribution RightsJoint Proxy Statement or the Form S-4, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of Parent shall promptly notify the Company or any of such event, and Parent and the Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 shall cooperate in the aggregate for all transactions pursuant prompt filing with the SEC of any necessary amendment or supplement to this subsection (vi); (vii) except for Permitted Encumbrances or the Joint Proxy Statement and the Form S-4 and, as required by any Material ContractLaw, leasein disseminating the information contained in such amendment or supplement to the Company's stockholders. (d) The Company shall, licenseas soon as practicable following the date of this Agreement, mortgage or otherwise encumber or subject to any Encumbranceduly call, or agree to encumber or subject to any Encumbrancegive notice of, any convene and hold a meeting of its assets or properties, other than transactions that are in stockholders (the ordinary course "Company Stockholders Meeting") for the purpose of business and not material seeking the Company Stockholder Approval. The Company shall use its reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the date of this Agreement. The Company and shall, through the Company Subsidiaries taken as a whole; (viii) Board, recommend to its stockholders that they give the Company Stockholder Approval, except as required by any Material Contract to the extent that the Company Board shall have withdrawn or in modified its approval or recommendation of this Agreement or the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than Merger as permitted by the terms last sentence of Section 5.02(b). Without limiting the generality of the Credit Agreements; (xforegoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(d) enter, to a material extent, any line of business that is shall not (i) currently conducted, (ii) currently contemplated to be conducted affected by the Company commencement, public proposal, public disclosure or (iii) ancillary communication to the Company's current businessCompany of any Company Takeover Proposal; it being understood and agreed among Parent, or commence business operations Sub and the Company that in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable event that, prior to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee date of the CompanyCompany Stockholders Meeting, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company withdraws or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge modifies its approval or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than recommendation of the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or Merger and this Agreement in accordance with the provisions last sentence of Section 5.02(b), then for purposes of the first sentence of this Section 5.01; 6.01(d), the term "Company Stockholder Approval" shall mean both (xivi) settle the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock and (ii) the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock present and duly voted (in person or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xvby proxy) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from at the Company or its Subsidiaries Stockholders Meeting, exclusive of those votes taken in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership respect of the shares of Company or any Company Subsidiary other than as contemplated Common Stock held by this Agreement; or (xx) enter into any contractMichael J. Gaughan, agreement, commitment or arrangement to do any of the foregoingJerry Herbst and Franklin Toti.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to (i) Effective upon the Closing. (a) Parent execution and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision delivery of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: Engaged Group withdraws (iA) the businesses of Nomination Notice and (B) the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business;Section 220 Demands. (ii) While the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services New Directors serve as directors of the current employees of RodeoBoard, Inc. each shall receive compensation (including equity based compensation, if any) for Board and to preserve committee meetings attended, an annual retainer, benefits (including expense reimbursements), director and officer insurance and any indemnity and exculpation arrangements on the current relationships same basis as all other non-employee directors of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations;Company. (iii) Until the Termination Date, in the event the Engaged Group ceases to be a Schedule 13D filer, upon written request from the Company and (which request may be made no more than quarterly), the Engaged Group shall promptly provide the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) information regarding the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 amount of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) securities of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, then beneficially owned by the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material Engaged Group. Such information provided to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to shall be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be kept strictly confidential unless required to be disclosed pursuant to Section 3.20;law, the rules of any stock exchange or any Legal Requirement (as defined below). (xixiv) materially alter The Company agrees that the Board and all applicable committees of the Board shall take all actions reasonably necessary, effective no later than immediately prior to the execution of this Agreement, to determine, in connection with their initial appointment as a director, that each New Director is deemed to be (through mergerA) an “incumbent director” (as such term may be defined in the definition of “change in control” (or any similar term) under the Company’s incentive plans, liquidationoptions plans, reorganizationequity plans, restructuringdeferred compensation plans, conversion employment agreements, severance plans, retention plans, loan agreements, indentures, material agreements (“Documents”), or in any other fashionrelated plans or agreements that refer to any such Document’s definition of “change in control” or any similar term) the corporate structure or ownership and (B) a member of the Company Board as of the beginning of any applicable measurement period for the purposes of the definition of “change in control” or any Company Subsidiary other than as contemplated by this Agreement; orsimilar term under the Documents, in each case for clauses (A) and (B), to the extent permitted under each Document. (xxv) enter into any contractThe Company agrees to convene the 2022 Annual Meeting no later than June 29, agreement, commitment or arrangement to do any of the foregoing2022.

Additional Agreements. SECTION 5.01 Conduct of Business Prior Subject to the Closing. (a) Parent terms and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision conditions of this Agreement, unless the Buyer Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to make effective the Contemplated Transactions. The Company: (i) shall make all Filings (if any) required to be made and given by such Party in connection with the Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) reasonably required to be obtained pursuant to any applicable Legal Requirement, Contract or otherwise consent by the Company in writing, which consent connection with the Contemplated Transactions or for any such Contract to remain in full force and effect; provided that the Company shall not be unreasonably withheld required to pay any cash amount or delayed: agree to any modifications or concessions to obtain any such Consent and failure to obtain any such Consent shall not prevent any condition to the Contemplated Transactions from being satisfied or give rise to a termination event under ARTICLE X of this Agreement. Buyer hereby agrees to (ia) cooperate with the Company in all reasonable respects and to provide any necessary documentation or information reasonably required by the Company in connection with the foregoing, as well as (b) to make all Filings (if any) required to be made or given by Buyer in connection with the Contemplated Transactions. Subject to the terms and conditions of this Agreement, each Party shall use reasonable best efforts to satisfy the conditions precedent to the obligations of the Company, in the case of Buyer, or Buyer, in the case of the Company, to consummate the Contemplated Transactions. The Company shall provide prompt (and, in any event, within two (2) Business Days upon the occurrence of such an event) written notice to Buyer of (1) the businesses liquidation, insolvency or bankruptcy of any home improvement contractors or residential solar energy system installers of the Company and the Company Subsidiaries (collectively, the “Contractors”), or (2) any discounts, rebates, or write ups, write downs, write offs or impairments, including any non-cash charges or provision for credit losses, of any short-term capital advances the Company provides to such Contractors. Notwithstanding anything to the contrary in this Agreement, none of Buyer or any of its Subsidiaries shall be conducted only inrequired to, and the Company may not and the Company Subsidiaries shall may not take permit any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the followingto, without the prior written consent of Buyer, which become subject to, consent shall not be unreasonably withheld to or delayed: (i) amend, propose to amendoffer or agree to, or otherwise change its Certificate of Limited Partnership take any action with respect to, any requirement, condition, limitation, understanding, agreement or the Company Partnership Agreement or similar organizational documents; order to (iiA) issuesell, selllicense, assign, transfer, pledgedivest, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase hold separate or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests dispose of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually business or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course portion of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller Buyer or any Company SubsidiarySubsidiary of either of the foregoing, (B) conduct, restrict, operate, invest or establishotherwise change the assets, adoptthe business or portion of the business of the Company, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company Buyer or any Company SubsidiarySubsidiary of either of the foregoing in any manner or (C) impose any restriction, except for any such change required by U.S. GAAP; (xiii) pay, discharge requirement or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than limitation on the payment, discharge or satisfaction, in operation of the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with portion of the provisions business of this Section 5.01; (xiv) settle or compromise any material Auditthe Company, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act Buyer or any similar state law or regulation because Subsidiary of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any either of the foregoing.

Additional Agreements. SECTION 5.01 6.1 Conduct of the Business Prior to of the Closing. (a) Parent Company and Rodeo, Inc. covenant Parent. During the period from the Agreement Date and agree that, between continuing until the date earlier of the valid termination of this Agreement and the time of the ClosingEffective Time, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses each of the Company and the Company Subsidiaries shall be conducted only inParent shall, and shall cause each of their respective Subsidiaries to: (a) subject to applicable Law, conduct its business solely in the Company and Ordinary Course of Business (except to the Company Subsidiaries shall extent expressly provided otherwise herein or as consented to in writing by the other party hereto (which consent will not take any action except inbe unreasonably withhold, the ordinary course of businessconditioned, or delayed)); (b) use commercially reasonable efforts to (i) pay and perform all of its undisputed debts and other obligations (including Taxes) when due, (ii) collect accounts receivable when due and not extend credit, discounts, accommodations or concessions outside of the Company Ordinary Course of Business, (iii) sell its or any of its Subsidiaries products and the Company Subsidiaries shall use reasonable best efforts services consistent with past practice as to discounting, license, service, warranty, and maintenance terms, incentive programs and revenue recognition and other terms and (iv) preserve substantially intact their its present business organizationorganizations, to keep available the services of the current employees of Rodeo, Inc. its present officers and to Employees and preserve the current its relationships of the Company and the Company Subsidiaries with customers, contractholders suppliers, distributors, licensors, licensees, and other Persons others having business dealings with whom the Company or any Company Subsidiary has significant business relationsit; (iiic) ensure that each of its Contracts entered into after the Company and Agreement Date will not require the Company Subsidiaries shall comply procurement of any consent, waiver or novation or provide for any change in all material respects with their respective the obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue of any party thereto in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreementconnection with, or terminate as reflected in a result of the Company SEC Reports filed consummation of, the transactions contemplated hereby, including the Merger, and shall give reasonable advance notice to the other parties hereto prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor allowing any Company Subsidiary shallMaterial Contract or Parent Material Contract, between the date of this Agreement and the Closing, directly or indirectly doas applicable, or propose right thereunder to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld lapse or delayed: (i) amend, propose to amend, or otherwise change terminate by its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documentsterms; (iid) issue, sell, transfer, pledge, dispose of, grant, encumber, amend promptly notify the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance other parties hereto of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities notice or other rights communication from any Person alleging that the consent of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest such Person is or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as may be required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) abovecontemplated hereby; (xviiie) except as provided promptly notify the other parties hereto of any notice or other communication from any Governmental Entity (i) relating to the Merger, (ii) indicating that a Permit is or about to be revoked or (iii) indicating that a Permit is required in this Agreementany jurisdiction in which such Permit has not been obtained, enter into, amend, terminate which revocation or waive any provision of, any agreement failure to obtain has had or arrangement, would reasonably be expected to be material to Parent (following the Effective Time) or enter into any transaction, between the Company and/or any Company Subsidiaryand its Subsidiaries, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than taken as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoinga whole.

Additional Agreements. SECTION 5.01 Conduct (a) As promptly as practicable after the date hereof, and in any event prior to the effectiveness of Business the Registration Statement, the Company shall enter into new employment agreements with each Key Employee in form and substance reasonably acceptable to the Purchaser (each, a “Key Employee Employment Agreement”), each of which will become effective not later than the Closing. (b) Within thirty (30) days following the Closing, Purchaser shall grant fully vested restricted stock unit awards under the Incentive Plan to the individuals identified by the Company prior to Closing (the “Transaction Bonus RSUs”), subject to shareholder approval of the Incentive Plan. Prior to the Closing, the Company shall provide Purchaser with a schedule of the recipients of the Transaction Bonus RSUs and the amounts to be awarded to each such individual, which amounts shall be denominated in shares of Purchaser Common Stock and shall not exceed the aggregate amount set forth in Schedule 5.23(b). The Transaction Bonus RSUs shall be settled in shares of Purchaser Common Stock no later than the 74th day following the date of grant. Prior to such settlement, the Purchaser shall file with the SEC a registration statement on Form S-8 (or any successor form, or, if Form S-8 is not available, other appropriate forms as may be required under applicable Law) with respect to the shares of Purchaser Common Stock issuable pursuant to the Transaction Bonus RSUs. Each award of Transaction Bonus RSUs shall be subject to the terms of the Incentive Plan and an award agreement in a form reasonably acceptable to the Purchaser and the Company and finalized prior to the Closing. (ac) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of Prior to the Closing, except as set forth in Section 5.01 the Purchaser and certain Company Stockholders who will be Affiliates of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless Purchaser immediately after the Buyer Closing shall otherwise consent enter into a registration rights agreement in writing, which consent shall not a form to be unreasonably withheld or delayed: (i) reasonably acceptable to the businesses of the Company Purchaser and the Company Subsidiaries shall be conducted only in, and (the “Registration Rights Agreement”) to provide such Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve Stockholders with registration rights that are substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply similar in all material respects with their respective obligations under all material contracts binding upon them to, and pari passu with, the registration rights of the Sponsor and EarlyBirdCapital pursuant that that certain Registration Rights Agreement, dated as such obligations become due of October 17, 2019, by and with their respective obligations under applicable Law; and among the Purchaser, the Sponsor and EarlyBirdCapital (iv) subject to the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceamendment contemplated by Section 5.23(d)). (bd) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior Prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly dothe Purchaser, or propose the Sponsor and EarlyBirdCapital shall enter into an amendment, in a form to dobe reasonably acceptable to the Purchaser and the Company(the “Founder Registration Rights Amendment”), any to the Registration Rights Agreement, dated as of October 17, 2019, by and among the Purchaser, the Sponsor and EarlyBirdCapital reflecting that the registration rights of the following, without the prior written consent of Buyer, which consent shall not Sponsor and EarlyBirdCapital thereunder will be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance pari passu with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise registration rights provided to a claim applicable Company Stockholders under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Registration Rights Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.8.1 REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except As soon as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision reasonably practicable after execution of this Agreement, unless Parent shall prepare and file the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) Registration Statement with the businesses of the Company and the Company Subsidiaries shall be conducted only inSEC, and shall use its reasonable efforts to cause the Company Registration Statement to become effective under the Securities Act and the Company Subsidiaries shall not take any action except in, required to be taken under the ordinary course applicable state Blue Sky or securities Laws in connection with the issuance of business; (ii) the shares of Parent Common Stock upon consummation of the Merger. Company shall cooperate in the preparation and filing of the Registration Statement and shall furnish all information concerning it and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services holders of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries its capital stock as Parent may reasonably request in connection with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceaction. (b) By way Company shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date voting upon adoption of this Agreement and such other related matters as it deems appropriate. In connection with the ClosingStockholders' Meeting, directly Company shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its stockholders and the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement. Parent and Company shall make all necessary filings with respect to the Merger under the Securities Laws. (c) In connection with the Stockholders' Meeting, the Board of Directors of Company shall recommend to its stockholders the approval of the matters submitted for approval; except as expressly permitted by this Section 8.1, neither the Board of Directors of Company (nor any committee thereof) shall (i) withdraw, qualify or indirectly domodify, or propose publicly to dowithdraw, any of the followingqualify or modify, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose in a manner adverse to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any UnitsParent, the Incentive Distribution Rights, the GP Interest approval or any other ownership interests (including without limitation general and limited partnership interests) recommendation of the Company such Board of Directors or any Company Subsidiary such committee of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership this Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated approve or recommend, or propose publicly to be conducted by the Company approve or recommend, any Acquisition Proposal, or (iii) ancillary cause Company to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment letter of intent, agreement in principle, acquisition agreement or severance other similar agreement with(each, a "COMPANY ACQUISITION AGREEMENT") related to any directorAcquisition Proposal. Notwithstanding the foregoing, officer, employee or former employee provided that neither Company nor any of its Representatives shall have violated any of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfactionrestrictions set forth in Section 8.8, in the ordinary course event that prior to Stockholders' Meeting (i) Company has received a Superior Proposal, (ii) the Board of businessDirectors of Company determines in good faith, after consultation with its outside counsel, that, in light of liabilities reflected such Superior Offer, the withholding, withdrawal, amendment or reserved against modification of such recommendation is required in order for the Board of Directors of Company to comply with its obligations to Company stockholders under applicable law, the Board of Directors of Company may (subject to this and the following sentences) inform Company stockholders that it no longer believes that the Merger is advisable and no longer recommends approval (a "SUBSEQUENT DETERMINATION"); provided, that Company may make a Subsequent Determination only at a time that is after the fifth business day following Parent's receipt of written notice advising Parent that the Board of Directors of Company has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Company shall provide a reasonable opportunity to Parent to make such adjustments in the Reference Balance Sheet or subsequently incurred in terms and conditions of this Agreement as would enable Company to proceed with its recommendation to its stockholders without a Subsequent Determination; provided, that any such adjustment shall be at the ordinary course discretion of business or in accordance with the Parties at the time. (d) Subject to the provisions of this Section 5.01; (xiv) settle 8.1, the Board of Directors and officers of Company shall use their reasonable efforts to obtain such stockholders' approval. Company's obligation to call, give notice of, convene and hold the Stockholders' Meeting in accordance with this Section 8.1 shall not be limited to or compromise otherwise affected by the commencement, disclosure, announcement or submission to Company of any material AuditAcquisition Proposal or the making of any Subsequent Determination; provided, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under that, in the WARN Act or any similar state law or regulation because case of a "plant closing" Subsequent Determination, Company may delay or "mass layoff" (each as defined adjourn the Stockholders' Meeting by not more than 15 business days in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments order to or from the give holders of Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior Capital Stock a reasonable opportunity to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingconsider such Subsequent Determination.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.1 PREPARATION OF FORM S-4 AND THE PROXY STATEMENT; STOCKHOLDER MEETING. (a) As promptly as practicable after the execution of this Agreement, the Company and Parent shall cooperate with each other regarding, and, prepare and file with the SEC, the Proxy Statement/Prospectus and Parent shall prepare and file the Registration Statement (in which the Proxy Statement/Prospectus will be included). The Company and Parent will cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and Rodeothe Company shall use all reasonable efforts to have or cause the Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, Inc. covenant each of the Company and agree thatParent shall cause its respective Representatives to fully cooperate with the other Party and its respective 51 Representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, between and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. The Company hereby agrees that the recommendations of the Company Board described in Section 3.19 (subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3) shall be included in the Registration Statement and the Proxy Statement/Prospectus. Parent shall use commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, the Company shall cause the Proxy Statement/Prospectus to be mailed to its stockholders. Parent shall comply with its obligations under Section 3(a)(i) of the Lazard Rights Agreement. (b) The Company and Parent each agrees that none of the information supplied by it or its Subsidiaries to be included or incorporated by reference in the Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, on the date of this Agreement the mailing of the Proxy Statement/Prospectus or any amendment or supplement thereto, and at the time of the ClosingCompany Stockholders Meeting, except as set forth contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Section 5.01 order to make the statements therein, in light of the Disclosure Letter circumstances under which they are made, not misleading. The Company and Parent each agrees that none of the information supplied by it or as contemplated its Subsidiaries to be included or incorporated by reference in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any other provision untrue statement of this Agreementa material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, unless in light of the Buyer shall otherwise consent in writingcircumstances under which they are made, which consent shall not be unreasonably withheld or delayed:misleading. (c) Without limiting the generality of the foregoing, prior to the Effective Time (i) the businesses of the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Company Subsidiaries shall be conducted only inProxy Statement/Prospectus or the Registration Statement, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and Parent shall each notify the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available other as promptly as practicable after the services receipt by it of any written or oral comments of the current employees SEC on, or of Rodeoany written or oral request by the SEC for amendments or supplements to, Inc. the Proxy Statement/Prospectus or the Registration Statement, and to preserve shall promptly supply the current relationships other with copies of the Company all correspondence between it or any of its Representatives and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Unitsforegoing filings. (d) The Company shall take all action necessary to duly call the Company Stockholders Meeting, to be held as promptly as practicable for the Incentive Distribution Rights, purpose of voting upon the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms approval of the Company Partnership Agreement; (iv) other than in Voting Proposal. Subject to the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests right of the Company Board to withdraw, amend or any modify such recommendation in accordance with Section 6.3, the Company Subsidiary in respect ofshall, in lieu ofthrough its board of directors, or in substitution recommend to its stockholders adoption of this Agreement and approval of the UnitsMerger and related matters, and the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests Company shall use its best efforts to solicit from its stockholders proxies in favor of the Company or any Voting Proposal. Without limiting the generality of the foregoing, the Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions agrees that its obligations pursuant to this subsection (vi); (viiSection 6.1(d) except for Permitted Encumbrances to call and conduct the Company Stockholders Meeting shall not be affected by the commencement, public proposal or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material communication to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingAcquisition Proposal.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Each of Parent and Rodeo, Inc. covenant and agree that, between Merger Sub acknowledges that in making its determination to proceed with the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as transactions contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior it has conducted to the date hereof or Section 5.01 its satisfaction an independent investigation of the Disclosure Letterfinancial condition, Parent results of operations, assets, liabilities, properties and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) projected operations of the Company or any and its Subsidiaries, and each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the representations and warranties expressly and specifically set forth in Article III, as qualified by the Disclosure Schedule and in the other agreements ancillary to this Agreement. Such representations and warranties by the Company Subsidiary of any classexpressly and specifically set forth in Article III, or any optionsas qualified by the Disclosure Schedule, warrants, convertible securities or other rights of any kind to acquire any Units, and the Incentive Distribution Rights, the GP Interest or representations and warranties set forth in any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant agreements ancillary to this subsection (vi); (vii) except for Permitted Encumbrances Agreement constitute the sole and exclusive representations and warranties of or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to regarding the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly to Parent or $50,000,000 in the aggregate, other than in the ordinary course of business or Merger Sub in connection with the transactions described contemplated hereby, and each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including in clause (virespect of any of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries or in respect of the accuracy or completeness of any information regarding the Company or any of its Subsidiaries furnished or made available to Parent, Merger Sub and their respective representatives) above; (xviii) except as provided are specifically disclaimed by the Company and its Subsidiaries. In connection with Parent’s and Xxxxxx Sub’s investigation of the Company and its Subsidiaries, each of Parent and Merger Sub has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in this Agreementattempting to make such estimates, enter intoprojections and other forecasts and plans, amendthat such Person is familiar with such uncertainties and that such Person disclaims any reliance on the adequacy and accuracy of all such estimates, terminate or waive any provision ofprojections and other forecasts and plans so furnished to it, any agreement or arrangementincluding the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, each of Parent and Merger Sub hereby acknowledges that none of the Company, its Subsidiaries, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective direct or indirect Affiliates or representatives (or any of their respective directors, officers, directorsemployees, unitholdersmembers, owners managers, partners or Affiliatesagents) is making any representation or warranty with respect to such estimates, on projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and other handforecasts and plans (in each case, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion unless such representation or warranty is specifically set forth in Article III or in any other fashionagreement ancillary to this Agreement). Each of Parent and Merger Sub hereby acknowledges (a) it has had access to its satisfaction to the corporate structure Company, its Subsidiaries and their respective books and records, contracts, agreements and documents (including Tax Returns and related documents), and employees, agents and representatives and (b) it has had such opportunity to seek accounting, legal, tax or ownership other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the Company or any Company Subsidiary other than transactions contemplated hereby and thereby as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingit has seen fit.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the term of your employment and Rodeothereafter, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer you shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of reasonably cooperate with the Company and in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (b) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. (c) This offer expires at 11:59 p.m. Pacific Time on December 1, 2023, if not accepted by then. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any phantom interesttime prior to the Effective Date. (d) This letter agreement, general partnership interest including the Confidential Disclosure Agreement and your stock option agreements, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or limited partnership interest​ understandings (whether written, oral or implied) between you and the Company relating to the subject matter herein, including without limitation that certain Employment Terms letter agreement dated April 26, 2022 by and between you and MorphImmune Inc. (the “Prior Agreement”). You agree and acknowledge that there are no circumstances as of the date of this letter agreement that constitute, and nothing contemplated in this letter agreement shall be deemed for any purpose to be or to create, an involuntary termination without Cause or a Good Reason resignation right, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. You further hereby expressly waive any claim or right you may have as of the date of this letter agreement (if any) to assert that this letter agreement, or any other condition or occurrence, forms the basis for a without Cause termination or Good Reason resignation for any purpose, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. (e) In consideration for the benefits provided in this letter agreement, and notwithstanding any agreement between you and the Company or any Company Subsidiaryof its subsidiaries, other than including, but not limited to, stock option agreements, stock option grant notices, employment agreements, severance agreements and the like (each such agreement, an “Existing Agreement”), to the contrary, you hereby acknowledge and agree that “Change in Control” or any term of similar import contained in any Existing Agreements, shall mean “Change in Control” as permitted under clause (ix) defined in this letter agreement. This section shall survive the termination of Section 5.01(b);this letter agreement and shall constitute an amendment to each Existing Agreement. (iiif) declare, set aside, make or pay The terms of this letter agreement and the resolution of any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant disputes as to the terms meaning, effect, performance or validity of the Company Partnership Agreement; (iv) other than this letter agreement or arising out of, related to, or in the case of any direct or indirect wholly-owned Company Subsidiaryway connected with, combinethis letter agreement, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of your employment with the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business relationship between you and not material to the Company and the termination of such employment or other relationship (the “Disputes”) will be governed by the laws of the state or district in which you last primarily worked for the Company Subsidiaries taken as without regard to any conflict of laws principles that would require the application of the laws of a whole;different jurisdiction. You expressly consent to the personal jurisdiction and venue of the state and federal courts located in the state or district in which you last primarily worked for the Company and the state or district in which the Company’s headquarters is located for any lawsuit filed there against you by the Company in connection with any Dispute or any claim related to any Dispute. (viiig) except as required by To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any Material Contract or in the ordinary course of businessand all disputes, sell, transfer or otherwise dispose ofclaims, or agree causes of action, in law or equity, including but not limited to sellstatutory claims, transfer arising from or otherwise dispose ofrelating to the enforcement, any breach, performance, or interpretation of its assets this letter agreement, your employment with the Company, or propertiesthe termination of your employment, other than transactions not exceeding $25,000,000 individually or $50,000,000 in shall be resolved, to the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the terms of relief being sought (available upon request and also currently available at the Credit Agreements; (x) enter, to a material extent, any line of business that is not following web address: (i) currently conducted, xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and (ii) currently contemplated xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: xxxxx://xxx.xxx.xxx/sites/default/files/EmploymentRules-Web.pdf), at a location closest to where you last worked for the Company or (iii) ancillary another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the Company's current businessfullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or commence business operations in unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any country outside other claims will remain subject to mandatory arbitration. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the United States or Canada; (xi) increase exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the compensation payable or to become payable to the Company'sexception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., any Company Subsidiary'sall claims, disputes, or Seller's officers causes of action under this Section, whether by you or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any Company Subsidiarypurported class, representative, or establishcollective proceeding, adoptnor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, enter into both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or amend arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective bargainingclaims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other plan, agreement, trust, fund, policy claims or arrangement requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the benefit arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all arbitration administrative fees, or such fees shall be paid in such other manner to the extent required by, and in accordance with, applicable law or rules to effectuate your and the Company’s agreement to arbitrate. To the extent the arbitration service does not collect or you otherwise do not pay an equal share of all arbitration administrative fees, and the Company pays your share, you acknowledge and agree that the Company shall be entitled to recover from you in a federal or state court of competent jurisdiction half of the arbitration fees invoiced to the parties (less any amounts you paid to the arbitration service). Each party is responsible for its own attorneys’ fees, except as may be expressly set forth in your Confidential Disclosure Agreement or as otherwise provided under applicable law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any director, officer such arbitration. Any awards or employee except orders in such arbitrations may be entered and enforced as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, judgments in the ordinary course federal and state courts of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingcompetent jurisdiction.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the term of your employment and Rodeothereafter, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer you shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of reasonably cooperate with the Company and in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (b) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. (c) This offer expires at 11:59 p.m. Pacific Time on December 1, 2023 if not accepted by then. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any phantom interesttime prior to the Effective Date. (d) This letter agreement, general partnership interest including the Confidential Disclosure Agreement and your stock option agreements, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or limited partnership interestunderstandings (whether written, oral or implied) between you and the Company relating to the subject matter herein , including without limitation that certain employment offer letter agreement dated October 5, 2023 by and between you and Immunome, Inc. (the “Prior Agreement”). You agree and acknowledge that there are no circumstances as of the date of this letter agreement that constitute, and nothing contemplated in this letter agreement shall be deemed for any purpose to be or to create, an involuntary termination without Cause or a Good Reason resignation right, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. You further hereby expressly waive any claim or right you may have as of the date of this letter agreement (if any) to assert that this letter agreement, or any other condition or occurrence, forms the basis for a without Cause termination or Good Reason resignation for any purpose, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. (e) The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends relationship between you and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the termination of such employment or other relationship (the “Disputes”) will be governed by the laws of the state or district in which you last primarily worked for the Company Subsidiaries taken as without regard to any conflict of laws principles that would require the application of the laws of a whole;different jurisdiction. You expressly consent to the personal jurisdiction and venue of the state and federal courts located in the state or district in which you last primarily worked for the Company and the state or district in which the Company’s headquarters is located for any lawsuit filed there against you by the Company in connection with any Dispute or any claim related to any Dispute. (viiif) except as required by To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, ​ you and the Company agree that any Material Contract or in the ordinary course of businessand all disputes, sell, transfer or otherwise dispose ofclaims, or agree causes of action, in law or equity, including but not limited to sellstatutory claims, transfer arising from or otherwise dispose ofrelating to the enforcement, any breach, performance, or interpretation of its assets this letter agreement, your employment with the Company, or propertiesthe termination of your employment, other than transactions not exceeding $25,000,000 individually or $50,000,000 in shall be resolved, to the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the terms of relief being sought (available upon request and also currently available at the Credit Agreements; (x) enter, to a material extent, any line of business that is not following web address: (i) currently conducted, xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and (ii) currently contemplated xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: xxxxx://xxx.xxx.xxx/sites/default/files/EmploymentRules-Web.pdf), at a location closest to where you last worked for the Company or (iii) ancillary another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge.The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the Company's current businessfullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or commence business operations in unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any country outside other claims will remain subject to mandatory arbitration. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the United States or Canada; (xi) increase exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the compensation payable or to become payable to the Company'sexception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., any Company Subsidiary'sall claims, disputes, or Seller's officers causes of action under this Section, whether by you or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any Company Subsidiarypurported class, representative, or establishcollective proceeding, adoptnor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, enter into both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or amend arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective bargainingclaims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other plan, agreement, trust, fund, policy claims or arrangement requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the benefit arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all arbitration administrative fees, or such ​ ​ fees shall be paid in such other manner to the extent required by, and in accordance with, applicable law or rules to effectuate your and the Company’s agreement to xxxxxxxxx.Xx the extent the arbitration service does not collect or you otherwise do not pay an equal share of all arbitration administrative fees, and the Company pays your share, you acknowledge and agree that the Company shall be entitled to recover from you in a federal or state court of competent jurisdiction half of the arbitration fees invoiced to the parties (less any amounts you paid to the arbitration service). Each party is responsible for its own attorneys’ fees, except as may be expressly set forth in your Confidential Disclosure Agreement or as otherwise provided under applicable law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any director, officer such arbitration. Any awards or employee except orders in such arbitrations may be entered and enforced as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, judgments in the ordinary course federal and state courts of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingcompetent jurisdiction.

Additional Agreements. SECTION 5.01 5.1 Conduct of Of Business Pending the Closing. Prior to the Closing. (a) Parent , and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth provided in Section 5.01 of the Disclosure Letter or as contemplated by any other provision 5.16 of this Agreement, Seller covenants as follows, unless the Buyer shall otherwise consent in writing, writing (which consent shall not be unreasonably withheld or delayed) and except as otherwise contemplated by this Agreement: (ia) Seller and its Affiliates shall market and sell the businesses of Products in the Company and the Company Subsidiaries shall be conducted Territory only in, and the Company and the Company Subsidiaries shall not take any action except in, in the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification Except as may be required by any Legal Requirement, Seller and its Affiliates shall not, and Seller shall cause its Affiliates not limitationto, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, do any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii1) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are actions in the ordinary course of business and not material any transfer of Acquired Assets among Seller and/or its Affiliates as may be necessary to prepare for the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of businessClosing, sellpledge, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined results in the WARN Act)Encumbrance of any of the Acquired Assets other than a Permitted Encumbrance; (xvi2) enter intoauthorize, amend, modify recommend or supplement any Material Contracts in any material respect; (xvii) propose to enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any material contract, agreement, commitment or arrangement related to do any the Acquired Assets which, had it been in existence on the date hereof, would have been listed as an Assumed Contract other than an agreement to outsource the manufacturing of the foregoingProducts; and (3) Modify or change in any material respect any Assumed Contract except as follows: (i) with respect to agreements with distributors, except as necessary to remove any items such as Aqua Glycolic® products, from the agreement that are not Products as that term is defined in this Agreement; (ii) except as necessary in the ordinary course of business; and (iii) except as part of a transfer of the Acquired Assets among Seller and/or its Affiliates as may be necessary to prepare for the Closing. (c) Seller shall use commercially reasonable efforts to preserve intact the Acquired Assets and preserve its relationships with customers, suppliers and other Persons having business dealings with the Seller with respect to the Products in the Territory. (d) Seller shall use best efforts to provide to Buyer reports regarding the Products in the Field of Use in the Territory as follows: (i) detailed reports on sales of Products, on a weekly basis for sales in the United States and on a monthly basis outside of the United States; (ii) reports on accounts receivable, on a weekly basis; (iii) periodic reports on back orders; and (iv) periodic reports with respect to the progress of Seller’s outsourcing of the manufacturing of the Products. (e) Seller shall not make any representations to Xxxxxx Xxxxx regarding Buyer’s employment of him, nor shall Seller interfere with Buyer’s employment of him.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between Buyer acknowledges that in making its determination to proceed with the date of transactions contemplated by this Agreement it has relied solely on the results of its own independent investigation and the time representations and warranties of the Closing, except as Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedule. Such representations and warranties by the Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedule, Section 5.01 6.17(b) and the Transaction Agreements, constitute the sole and exclusive representations and warranties of or regarding the Company and its Subsidiaries to Buyer in connection with the transactions contemplated hereby, and Buyer (a) represents, warrants and agrees that it has not relied upon the accuracy or completeness of any other representation, warranty, statement or information of any kind or nature expressed or implied (including in respect of any of the Disclosure Letter or as contemplated by any other provision financial condition, results of this Agreementoperations, unless the Buyer shall otherwise consent in writingassets, which consent shall not be unreasonably withheld or delayed: (i) the businesses liabilities, properties and projected operations of the Company and its Subsidiaries or in respect of the accuracy or completeness of any information regarding the Company or any of its Subsidiaries shall be conducted only infurnished or made available to Buyer and its representatives), and (b) waives any right Buyer may have against the Company and with respect to any inaccuracy of any such other representation, warranty, statement or information or with respect to any omission or nondisclosure, on the part of the Company Subsidiaries shall not take or any action except in, the ordinary course Representative of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationor any Subsidiary thereof, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships any potentially material information. In connection with Buyer’s investigation of the Company and the Company Subsidiaries with customersits Subsidiaries, contractholders Buyer has received certain projections, including projected statements of operating revenues and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) income from operations of the Company and its Subsidiaries and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for making its own evaluation of, and expressly disclaims reliance upon, the Company Subsidiaries shall comply in adequacy and accuracy of all material respects with estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer hereby acknowledges that none of the Company, its Subsidiaries, or any of their respective obligations under all material contracts binding upon them direct or indirect Affiliates or Representatives (or any of their directors, officers, employees, members, managers, partners or agents) is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts except as such obligations become due and with their respective obligations under applicable Law; and explicitly set forth in Article IV. BUYER ACKNOWLEDGES THAT THE COMPANY IS NOT MAKING ANY REPRESENTATION OR OTHER WARRANTY (ivEITHER EXPRESS OR IMPLIED, BY FACT OR LAW) OTHER THAN THOSE EXPRESSLY AND SPECIFICALLY SET OUT IN ARTICLE IV (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), AND THE TRANSACTION AGREEMENTS INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Notwithstanding anything to the Company and contrary set forth herein, the Company Subsidiaries foregoing shall use their reasonable best efforts not apply in the event of Intentional Fraud or to continue in force with good and responsible insurance companies adequate insurance covering risks any claims or rights of such types and in such amounts as are consistent with past practiceBuyer, any Affiliate of Buyer or any other Person arising out of Intentional Fraud. (b) By way The representations and warranties by Buyer and Merger Sub expressly and specifically set forth in Article V, Section 6.17(a) and the Transaction Agreements constitute the sole and exclusive representations and warranties of amplification or regarding Buyer and not limitation, except as contemplated by this Agreement, or as reflected in Merger Sub to the Company SEC Reports filed prior to in connection with the date hereof or Section 5.01 of the Disclosure Lettertransactions contemplated hereby and thereby, Parent and Rodeo, Inc. covenant and agree that neither the Company nor represents, warrants and agrees that it has not relied upon the accuracy or completeness of any Company Subsidiary shallother representation, between the date warranty, statement or information of this Agreement and the Closing, directly any kind or indirectly do, nature expressed or propose to do, implied (including in respect of any of the followingfinancial condition, without results of operations, assets, liabilities, properties and projected operations of Buyer and Merger Sub or in respect of the prior written consent accuracy or completeness of Buyerany information regarding Buyer or Merger Sub furnished or made available to the Company and its representatives). THE COMPANY ACKNOWLEDGES THAT NEITHER BUYER NOR MERGER SUB IS MAKING ANY REPRESENTATION OR OTHER WARRANTY (EITHER EXPRESS OR IMPLIED, which consent BY FACT OR LAW) OTHER THAN THOSE EXPRESSLY AND SPECIFICALLY SET OUT IN ARTICLE V, SECTION 6.17(a) AND THE TRANSACTION AGREEMENTS. Notwithstanding anything to the contrary set forth herein, the foregoing shall not be unreasonably withheld apply in the event of Intentional Fraud or delayed: (i) amendto any claims or rights of the Company, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) Affiliate of the Company or any Company Subsidiary other Person arising out of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingIntentional Fraud.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.5.1 PREPARATION OF THE PROXY STATEMENT; STOCKHOLDERS MEETING (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company shall prepare and file with the SEC the Proxy Statement. The Company Subsidiaries shall be conducted only in, and promptly notify the Company and Parent of any comments from the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company SEC or its staff or any Company Subsidiary has significant business relations; (iii) request from the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, SEC or as reflected in the Company SEC Reports filed prior its staff for amendments or supplements to the date hereof or Section 5.01 Proxy Statement and shall promptly provide copies of the Disclosure Letter, Parent all correspondence between it and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Each of the Company and the Parent shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after all such SEC comments have been resolved. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Parent with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by the Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the Parent's approval, which if entered into prior to approval shall not be unreasonably withheld, delayed or conditioned. (b) The Company shall, as promptly as practicable following the date hereof would be required of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDERS MEETING") for the purpose of obtaining Stockholder Approval, regardless of whether the Board of Directors of the Company determines at any time that this Agreement or the Merger is no longer advisable or recommends that the stockholders of the Company reject this Agreement or the Merger, in all cases subject to its rights under Section 4.2(b). The Company shall cause the Stockholders Meeting to be disclosed held as promptly as practicable following the date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the Proxy Statement, in each case subject to its rights under Section 4.2(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 3.20; (xix5.1(b) materially alter (through mergerto take actions to and hold the Stockholders Meeting for the purpose of obtaining Stockholder Approval shall not be affected by the commencement, liquidationpublic proposal, reorganization, restructuring, conversion public disclosure or in any other fashion) the corporate structure or ownership of communication to the Company or any Company Subsidiary other than as contemplated by this Agreement; orperson of any Takeover Proposal. (xxc) enter into any contract, agreement, commitment or arrangement to do any The Company agrees that none of the foregoinginformation included or incorporated by reference in the Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date the Proxy Statement is filed with the SEC or mailed to the Company's stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. (d) The Company shall retain an agent, on terms or conditions acceptable to the Parent, for the purpose of soliciting proxies on behalf of the Company for the Stockholders Meeting.

Additional Agreements. SECTION 5.01 Conduct 8.1 Access Pending the Closing. During the period commencing on the date of Business Prior this Agreement and continuing through the Closing Date, DTI Holdings and Seller, upon reasonable prior notice from Parent or Buyer to DTI Holdings or Seller, will (i) afford to Parent and Buyer and their representatives, at all reasonable times during normal business hours, full and complete access to DTI Holdings' and Seller's personnel, professional advisors, properties, contracts, Books and Records and other documents and data (including access to all Source Code related to the ClosingProducts), (ii) furnish Parent and Buyer and their representatives with copies of all such Contracts, Books and Records, and other existing documents and data as Parent and Buyer may reasonably request, and (iii) furnish Parent and Buyer and their representatives with such additional financial (including Tax Returns and supporting documentation), operating, and other data and information as Parent and Buyer may reasonably request, in each case relating to the Business. No information or knowledge obtained in any investigation pursuant to this Section 8.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby. (a) Parent and Rodeo, Inc. covenant and agree that, between 8.2 Operation of the Business by Seller. Between the date of this Agreement and the time of the ClosingClosing Date, unless otherwise agreed in writing by Parent or Buyer, Seller will: (a) except as set forth in Section 5.01 of otherwise allowed or required pursuant to the Disclosure Letter or as contemplated by any other provision terms of this Agreement, unless conduct the Buyer shall otherwise consent Business in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses Ordinary Course of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of businessBusiness; (iib) pay the Company and Liabilities of the Company Subsidiaries shall Business when due; (c) pay or perform other obligations of the Business when due; (d) use reasonable best commercially reasonable, good faith efforts to preserve substantially intact their the current business organizationorganization of Seller relating to the Business, to keep available the services of the current employees Designated Employees, and maintain the relations and goodwill with the suppliers, customers, distributors, licensors, licensees, landlords, trade creditors, employees, agents and others having business relationships with Seller relating to the Business, with the goal of Rodeo, Inc. preserving unimpaired the goodwill and to preserve the current relationships ongoing business of the Company and Business as of the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relationsClosing; (iiie) confer with Parent and Buyer concerning business or operational matters relating to the Company Business of a material nature; (f) use commercially reasonable, good faith efforts to maintain all of the Acquired Assets in their current condition, ordinary wear and tear excepted and, in the Company Subsidiaries shall comply event of any material damage to or destruction of any of the Acquired Assets prior to the Closing Date, promptly replace, repair or restore such Acquired Assets; (g) maintain the Books and Records in all material respects the usual, regular and ordinary manner, on a basis consistent with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Lawprior years; and (ivh) the Company report to Parent and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and Buyer concerning any event or occurrence not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to Ordinary Course of Business or any material event involving the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any UnitsBusiness, the Incentive Distribution RightsProducts, the GP Interest Acquired Assets or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingDesignated Employee.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the term of your employment and Rodeothereafter, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer you shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of reasonably cooperate with the Company and in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (b) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. (c) This offer expires at 12:00 p.m. Pacific Time on December 4, 2023, if not accepted by then. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any phantom interesttime prior to the Commencement Date. (d) Your employment by the Company will be subject to successful completion of a pre-employment background check, general partnership interest reference checks and documentation of eligibility to work in the United States, to be completed no later than three business days following the Commencement Date. (e) This letter agreement, including the Confidential Disclosure Agreement and your stock option agreement, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or limited partnership interestunderstandings (whether written, oral or implied) between you and the Company relating to the subject matter herein. (f) The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends relationship between you and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the termination of such employment or other relationship (the “Disputes”) will be governed by the laws of the state or district in which you last primarily worked for the Company Subsidiaries taken as without regard to any conflict of laws principles that would require the application of the laws of a whole;different jurisdiction. You expressly consent to the personal jurisdiction and venue of the state and federal courts located in the state or district in which you last primarily worked for the Company and the state or district in which the Company’s headquarters is located for any lawsuit filed there against you by the Company in connection with any Dispute or any claim related to any Dispute. (viiig) except as required by To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any Material Contract or in the ordinary course of businessand all disputes, sell, transfer or otherwise dispose ofclaims, or agree causes of action, in law or equity, including but not limited to sellstatutory claims, transfer arising from or otherwise dispose ofrelating to the enforcement, any breach, performance, or interpretation of its assets this letter agreement, your employment with the Company, or propertiesthe termination of your employment, other than transactions not exceeding $25,000,000 individually or $50,000,000 in shall be resolved, to the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the terms of relief being sought (available upon request and also currently available at the Credit Agreements; (x) enter, to a material extent, any line of business that is not following web address: (i) currently conducted, xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and (ii) currently contemplated xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: xxxxx://xxx.xxx.xxx/sites/default/files/EmploymentRules-Web.pdf), at a location closest to where you last worked for the Company or (iii) ancillary another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the Company's current businessfullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or commence business operations unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. You acknowledge and agree that proceedings of any non-individual claim(s) under the California Private Attorneys General Act (“PAGA”) that may be brought in court shall be stayed for the duration and pending a final resolution of the arbitration of any country outside individual or individual PAGA claim. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the United States or Canada; (xi) increase exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the compensation payable or to become payable to the Company'sexception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., any Company Subsidiary'sall claims, disputes, or Seller's officers causes of action under this Section, whether by you or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any Company Subsidiarypurported class, representative, or establishcollective proceeding, adoptnor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, enter into both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or amend arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more ​ than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective bargainingclaims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other plan, agreement, trust, fund, policy claims or arrangement requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the benefit arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all arbitration administrative fees, or such fees shall be paid in such other manner to the extent required by, and in accordance with, applicable law or rules to effectuate your and the Company’s agreement to arbitrate. To the extent the arbitration service does not collect or you otherwise do not pay an equal share of all arbitration administrative fees, and the Company pays your share, you acknowledge and agree that the Company shall be entitled to recover from you in a federal or state court of competent jurisdiction half of the arbitration fees invoiced to the parties (less any amounts you paid to the arbitration service). Each party is responsible for its own attorneys’ fees, except as may be expressly set forth in your Confidential Disclosure Agreement or as otherwise provided under applicable law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any director, officer such arbitration. Any awards or employee except orders in such arbitrations may be entered and enforced as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, judgments in the ordinary course federal and state courts of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingcompetent jurisdiction.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the Pre-Closing Period, subject to applicable Legal Requirements and Rodeoonly to the extent the integrity of any clinical trial is not compromised in any respect (as determined by the Company after consultation with outside legal counsel), Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) provide Parent with advance notice, if practicable, of any meetings or scheduled videoconferences or calls, in each case, that are substantive or reasonably likely to be substantive, that an Acquired Company has with the businesses FDA or EMA or any advisory committee thereof and permit a reasonable number of Representatives of Parent (not to exceed two) to attend any such meeting, videoconference or call, (ii) promptly notify Parent of any substantive notice or other substantive communication to an Acquired Company from the FDA or EMA or any advisory committee thereof with respect to any product or product candidate of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) promptly furnish Parent with all substantive correspondence, filings and written communications to be sent or received by an Acquired Company and their respective Representatives to or from, as the case may be, the FDA, EMA, any advisory committee thereof or its staff. Subject to applicable Legal Requirements and only to the extent reasonably practicable and the integrity of any clinical trial is not compromised in any respect (as determined by the Company and the Company Subsidiaries shall comply in all material respects after consultation with their respective obligations under all material contracts binding upon them as outside legal counsel), prior to attending any such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationmeeting, except as contemplated by this Agreementvideoconference or call, or as reflected in the Company SEC Reports filed prior responding to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor making any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, such communication with respect to any of the Unitsforegoing, the Incentive Distribution RightsCompany shall, and shall, as necessary, instruct its Representatives to, consult with Parent and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such meeting, videoconference, call, response or communication. Notwithstanding the foregoing, the GP Interest Company’s obligations set forth in this clause (a) shall only apply to the extent that the Company receives reasonable notice of such meeting, videoconference, call, communication or any other ownership interestscorrespondence. (b) Without limitation or contravention of the provisions of Section 6.2 (but subject to Section 6.2(e)), except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant subject to the terms and conditions of the Company Partnership this Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company Parent and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose ofshall use commercially reasonable efforts to take, or agree cause to sellbe taken, transfer or otherwise dispose ofall actions necessary to consummate the Offer and the Merger and make effective the other Transactions. Without limiting the generality of the foregoing, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant subject to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms and conditions of the Credit Agreements; (x) enterthis Agreement, to a material extent, any line of business that is not each Party shall (i) currently conductedmake all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Offer and the Merger and the other Transactions pursuant to any applicable Legal Requirements set forth on Schedule 6.7, (ii) currently contemplated use commercially reasonable efforts to obtain each Consent (if any) required to be conducted obtained pursuant to any applicable Legal Requirement or Material Contract set forth on Schedule 6.7 by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or Party in connection with the transactions described in clause Transactions and (viiii) above; (xviii) except as provided in this Agreementuse commercially reasonable efforts to lift any restraint, enter intoinjunction or other legal bar to the Offer or the Merger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between each such notice given and each such Consent obtained by the Company and/or any Company Subsidiary, on during the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingPre-Closing Period.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent Subject to the terms and Rodeoconditions herein provided, Inc. covenant each of the parties hereto agrees diligently to use all commercially reasonable efforts to take, or cause to be taken, all actions and agree thatto do, between or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the date transactions contemplated by this Agreement as soon as reasonably practical, including using all commercially reasonable efforts to (i) obtain all necessary waivers, consents and approvals, (ii) effect all necessary registrations and filings, (iii) lift any injunction to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), (iv) work diligently in cooperation with the other party in connection with the consummation of this any repurchase offer or consent solicitation required pursuant to the Company's Indenture or the Subordinated Note as a consequence of the Contribution and the Rights Offering, the Merger, the Company's disposition of Deepflex or the Company's election made pursuant to the Restructuring Agreement and the time obtaining of the Closingconsent of the holders of the notes issued pursuant to the Company Indenture and the Subordinated Note to the amendments described in Appendix A, except as provided that Parent shall control any solicitation of consents contemplated by this clause (iv) and shall be responsible for all costs and expenses incurred by any party hereto in connection with such solicitation of consents, (v) to the extent deemed desirable by the Company, obtain waivers from holders of applicable Options and Warrants with respect to any antidilution adjustment, if any, in connection with the Contribution and the Rights Offering in exchange for a proportionate share of the Offshore stock, and (vi) otherwise promptly satisfy the conditions set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceArticle VI. (b) By way In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the proper officers and/or directors of Parent and the Company SEC Reports filed prior shall take all such necessary action. (c) Following the Effective Time, Parent shall use all reasonable efforts to conduct the date hereof or Section 5.01 business and otherwise act in a manner which would not jeopardize the characterization of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither Merger as a reorganization within the Company nor any Company Subsidiary shall, between the date meaning of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interestsSection 368(a) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingCode.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time In support of the Closingpatenting and utilization of Invention Disclosures by Buyer or the Transferred Subsidiaries, except as set forth in Section 5.01 Sellers agree, upon the written request of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationBuyer, to keep available make corresponding assignments to Buyer or such Subsidiaries as may be appropriate, of its rights and remedies against the services of the current employees of Rodeoinventors thereof, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company of them, so far as relating to such unpatented inventions and the Company Subsidiaries shall comply arising by operation of law, estoppel, implication or express contract, including, without limitation, those rights as expressed in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due between Sellers and with their respective obligations under applicable Law; and (iv) the Company present and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good past employees and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceconsultants. (b) By way of amplification Sellers represent that all rights in Patents and not limitation, except as contemplated in Invention Disclosures owned or held by this Agreement, Buyer or as reflected the Transferred Subsidiaries after the Closing Date will be subject to the rights and licenses granted to others in the Company SEC Reports filed License Agreements in or to such Patents and Invention Disclosures existing prior to the date hereof Closing Date. (c) If the assignment of any invention or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly doPatent, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Unitsnon-assertion hereunder, the Incentive Distribution Rights, the GP Interest would impose or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest result in any corporation, partnership, other business organization obligation of Sellers to make any payments under Applicable Law or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any reason of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into existing prior to the date hereof would Closing Date, excepting only as such payment may be required to be disclosed pursuant made to Section 3.20;a Subsidiary of Sellers, but including any such payments as may be due upon licensing (but not for Sellers' own use) to inventors under the laws of any country, then and in such event the assignment or non-assertion shall be effective as of the Closing Date, but shall be subsequently rescindable by Sellers unless and until Buyer undertakes by binding instrument in writing to make such payment in the place and stead of Sellers. Sellers shall notify Buyer in writing at least sixty (60) days in advance of any such obligation(s) to make payments which are within its reasonable knowledge. (xixd) materially alter Except for the express representations and warranties in this Agreement or the Master Agreement, no warranty or representation is hereby given or implied with respect to the validity of any Patent. (through mergere) Except as otherwise expressly provided herein, liquidationno obligation is hereby assumed by Buyer or Sellers or their Subsidiaries to maintain, reorganizationprosecute, restructuringenforce or litigate, conversion file, assert, or in defend any other fashion) Patent or Patent to issue on an Invention Disclosure within the corporate structure or ownership scope of the Company or any Company Subsidiary other than as contemplated by this Agreement; or. (xxf) enter into The rights transferred or granted to, or retained by, any contractparty under this Agreement may be transferred or granted to others by such party together with the business to which such rights pertain, agreementor pro tanto with a sale of a part of that business; provided that such transfer or grant shall not diminish or otherwise adversely affect the rights held or retained by the party hereto not involved in such transfer. (g) In the event that Buyer shall contemplate or commence any judicial or administrative proceedings under any Patents Type 1 or Patents to issue on Invention Disclosures, commitment Sellers shall cooperate with Buyer in respect of such proceeding or arrangement to do any contemplated proceeding. Sellers' cooperation shall include: providing relevant information and documents that are in Sellers' possession, and making personnel available on reasonable request for interview by counsel, and for deposition and trial testimony if reasonably deemed necessary or desirable. Buyer shall reimburse Sellers for all of the foregoingSellers' expenses.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 SHAREHOLDERS' MEETING; PREPARATION OF DISCLOSURE DOCUMENTS. (a) Parent and RodeoExcept as otherwise provided in Section 5.4, Inc. covenant and agree thatthe Company shall, between as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders' Meeting") for the purpose of adopting this Agreement and the time transactions contemplated hereby, including the Merger, by obtaining the Required Company Vote. Except as otherwise provided in Section 5.4, the Company Board, based upon the recommendation of the ClosingSpecial Committee, except shall declare the advisability of, and recommend to its shareholders the approval and adoption of, this Agreement and the transactions contemplated hereby, including the Merger, shall include such recommendation in the Proxy Statement and shall take all lawful action to solicit such approval and adoption. (b) As soon as set forth in Section 5.01 of practicable following the Disclosure Letter or as contemplated by any other provision date of this Agreement, unless the Buyer Company and Acquirer shall otherwise consent jointly prepare, and the Company shall file with the SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in writingconnection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as may be required to be set forth therein under the Exchange Act or the rules and regulations promulgated thereunder. The Company shall use its reasonable good faith efforts (i) to respond to the comments of the SEC concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable, and (ii) to cause the final Proxy Statement to be mailed to the Company's shareholders not later than 10 business days after clearance from the SEC. The Company shall pay the filing fees for the Proxy Statement and the Schedule 13E-3. Acquirer shall be given a reasonable opportunity to review and comment upon all filings with the SEC and all mailings to the Company's shareholders in connection with the Merger prior to the filing or mailing thereof. The Company and Acquirer each agree to correct any information provided by such party for use in the Proxy Statement or the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of Duff & Phelps, LLC referred to in Section 3.10) to be included as an exhibix xx xhe Proxy Statement and the Schedule 13E-3. (c) Each party shall notify the other party promptly of (i) the receipt of any notices, comments or other communications from the SEC or any other Governmental Entity, and (ii) any requests by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly provide the other party with copies of all correspondence between such parry or its representatives on the one hand and the SEC or members of its staff on the other hand with respect to the Proxy Statement or the Schedule 13E-3. (d) If, at any time prior to the Shareholders' Meeting, any event should occur relating to the Company or its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Acquirer. If, at any time prior to the Shareholders' Meeting, any event should occur relating to Acquirer or relating to the plans of Acquirer for the Surviving Company after the Effective Time, which consent should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Acquirer will promptly inform the Company. In any such case, the Company or Acquirer, as the case may be, with the cooperation of the other party, shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company's shareholders; provided that, prior to such filing or mailing, the parties shall approve (which approval, with respect to either party, shall not be unreasonably withheld or delayed: (i) the businesses of the Company form and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks content of such types and in such amounts as are consistent with past practiceamendment or supplement. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. Registration Statement/Proxy Statement; Quotation on Nasdaq National Market. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable after the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision execution of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and Parent shall prepare and file with the Company Subsidiaries SEC preliminary proxy materials which shall constitute the preliminary Proxy Statement and a preliminary prospectus with respect to the Parent Shares to be conducted only in, issued in connection with the Merger. As promptly as practicable after comments are received from the SEC with respect to the preliminary proxy materials and after the furnishing by the Company and the Company Subsidiaries shall not take any action except inParent of all information required to be contained therein (including, the ordinary course without limitation, financial statements and supporting schedules and certificates and reports of business; (ii) independent public accountants), the Company and Parent shall file with the Company Subsidiaries SEC the definitive Proxy Statement and Parent shall use reasonable best efforts to preserve substantially intact their business organizationfile with the SEC the Registration Statement, to keep available the services of the current employees of Rodeo, Inc. which Proxy Statement and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries Registration Statement shall each comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due the applicable requirements of the Exchange Act and with their respective obligations under Securities Act, respectively, and the applicable Law; and (iv) rules and regulations of the Company SEC thereunder. Parent and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts cause the Registration Statement to become effective as are consistent with past practicesoon thereafter as practicable. (b) By way The Company and Parent shall cause the Proxy Statement to be mailed to their respective stockholders and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. (c) Each of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company SubsidiarySub, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe Company, on the other hand, which if entered into prior warrants to the date hereof would be required other that the information provided and to be disclosed pursuant provided by Parent and Sub and the Company, respectively (or incorporated by reference to Section 3.20; (xix) materially alter (through mergerfilings made with the SEC by Parent and the Company, liquidationrespectively), reorganization, restructuring, conversion or for use in any other fashion) the corporate structure or ownership each of the Company Registration Statement, on the date the Registration Statement becomes effective, and the Proxy Statement, on the date the Proxy Statement is filed with the SEC and on the date it is first mailed to the Company's stockholders and the date it is first mailed to Parent's stockholders, shall not contain any untrue statement of a material fact or omit to state any Company Subsidiary material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Sub, on the one hand, and the Company, on the other, shall notify the other than as contemplated parties promptly of the receipt of any comments by this Agreement; or (xx) enter into the SEC and of any contractrequest by the SEC for amendments or supplements to the preliminary Proxy Statement, agreementthe Proxy Statement or the Registration Statement or for additional information, commitment or arrangement and shall supply one another with copies of all correspondence with the SEC with respect to do any of the foregoing. If at any time prior to the Special Meeting, any event should occur relating to Parent or Sub (or any of their respective affiliates, directors or officers) which should be described in an amendment or supplement to the Proxy Statement or the Registration Statement, Parent shall promptly inform the Company. If at any time prior to the Parent Stockholders' Meeting, any event should occur relating to the Company, the Subsidiaries or any of their respective affiliates, directors or officers which should be described in an amendment or supplement to the Proxy Statement or the Registration Statement, the Company shall promptly inform Parent. Whenever any event occurs which should be described in an amendment or supplement to the Proxy Statement or the Registration Statement, Parent and the Company shall, upon learning of such event, cooperate with each other promptly to file and clear with the SEC and, if applicable, mail such amendment or supplement to the stockholders of the Company and Parent. (d) Parent shall use its best efforts to obtain approval for quotation on the Nasdaq National Market, upon official notice of issuance, of the Parent Shares to be issued pursuant to the Merger.

Additional Agreements. SECTION 5.01 5.1 Conduct of Business of the Division Prior to the Closing. (a) Parent . Seller covenants and Rodeo, Inc. covenant and agree agrees that, between the date of this Agreement Transfer Date and the time Closing Date, Purchaser shall have effective control of the Closing, except as set forth in Section 5.01 business of the Disclosure Letter or as contemplated by any other provision of this AgreementDivision without restriction except those reasonably required to protect Xxxxx and, unless in connection therewith, Seller shall conduct the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses business of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, Division in the ordinary course of business; (ii) the Company and the Company Subsidiaries consistent with Seller's prior practices. Seller shall use its reasonable best efforts to (A) preserve substantially intact their the Division and its business organization, to (B) keep available to Purchaser the services of the current executives and employees of Rodeothe Division (it being understood that Purchaser and Parent assumes the risk associated with such personnel changes), Inc. (C) continue in full force and effect without material modification, except as agreed to by Purchaser, all all existing policies or binders of insurance currently maintained in respect of the Division, (D) preserve the Seller's current relationships of the Company and the Company Subsidiaries with its customers, contractholders suppliers and other Persons of the Division with whom the Company or any Company Subsidiary which it has significant business relations; relationships; (iiiE) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts exercise, but only after notice to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to doPurchaser, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions renewal pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or which by its terms would otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions expire; and (F) not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations engage in any country outside the United States or Canada; (xi) increase the compensation payable or practice, take any action, fail to become payable to the Company's, take any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify action or enter into any employment transaction which could cause any representation or severance agreement with, any director, officer, employee warranty of Seller in this Agreement to be untrue or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit result in a breach of any directorcovenant made by Seller herein. SELLER MAKES NO WARRANTY, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company SubsidiaryEXPRESS OR IMPLIED, except for any such change required by U.S. GAAP; (xiii) payAS TO THE PROBABLE SUCCESS OR PROFITABILITY OF THE OWNERSHIP, discharge or satisfy any material claimUSE OR OPERATION OF THE BUSINESS OF THE DIVISION AND THE ACQUIRED ASSETS BY PURCHASER OR PARENT AFTER THE CLOSING, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseEXCEPT FOR THE REPRESENTATIONS WITH RESPECT TO THE MATERIAL CONTRACTS CONTAINED IN SECTION 3.11(a), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct Without limitation or contravention of Business Prior the provisions of Section 4.03, and subject to the Closing. terms and conditions of this Agreement, Parent and the Company shall use commercially reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, subject to the terms and conditions of this Agreement, each Party to this Agreement shall (a) Parent make all filings (if any), maintain or obtain all Consents (if any) and Rodeo, Inc. covenant give all notices (if any) required to be made and agree that, between given by such Party in connection with the date of this Agreement and the time of the Closing, except as Transactions pursuant to any applicable Law or Material Contract set forth in Section 5.01 4.06 of the Company Disclosure Letter Schedule, (b) use commercially reasonable best efforts to lift any restraint, injunction or as other legal bar (other than with respect to Antitrust Laws and Foreign Direct Investment Laws) to this Agreement or the Arrangement brought by any third Person against such Party, (c) use commercially reasonable best efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, (d) cooperate with the other Parties in connection with the performance by it and its Subsidiaries of their obligations hereunder, (e) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, and (f) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by any other provision of this Agreement, unless the Buyer . This Section 4.06 shall otherwise consent in writingnot apply to approval under Antitrust Laws or Foreign Direct Investment Laws, which consent are the subject of Section 4.03. The Company shall not be unreasonably withheld or delayed: give notice to Parent as promptly as reasonably practicable after (and shall subsequently keep Parent informed on a reasonably current basis of any developments related to such notice) it becomes aware of (i) the businesses receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions or (ii) that any Legal Proceeding has been commenced or threatened in writing relating to or involving the Company or any Company Subsidiary that relates to the consummation of the Transactions. For the avoidance of doubt, the Company shall not be required to pay for any such consent, nor shall obtaining any such filing, notice or consent be a condition precedent to the Closing. During the Pre-Closing Period, the Company and its Subsidiaries shall keep Parent promptly informed in writing of any material communication (written or oral) with or from the FDA, Health Canada, or any other Governmental Body performing functions similar to those performed by the FDA related to a Company Product. The Company and the Company Subsidiaries shall be conducted only inconsult with, and the Company and the Company Subsidiaries shall not take consider any action except incomment from, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply Parent in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed faith prior to making any material submissions to or having material discussions with the date hereof or Section 5.01 of the Disclosure LetterFDA, Parent and RodeoHealth Canada, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind Governmental Body performing functions similar to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted those performed by the terms of FDA. The Company shall ensure that it has available (on hand or through capacity under a credit facility) funds to pay the Credit Agreements; (x) enterTermination Payment, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingpayable.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Immediately upon execution of this Amendment, the Company will cease all discussions and negotiations with, and will cease providing information to, any Person or group (other than Parent, any of its Affiliates or representatives) concerning any Company Acquisition Proposal received prior to the date hereof. Provided the Company complies with the preceding sentence, Parent and RodeoMerger Sub hereby waive any breach of the Merger Agreement with respect to any such Company Acquisition Proposal. Notwithstanding the foregoing, Inc. covenant the provisions of Section 5.9 of the Merger Agreement shall remain in full force and agree that, between effect as to any Company Acquisition Proposal received by the Company after the date of this Agreement hereof, subject, however, to the terms and the time conditions of the Closing, except Merger Agreement as set forth in Section 5.01 of the Disclosure Letter or as contemplated amended by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceAmendment. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in In the event the Company SEC Reports filed prior to receives a Company Acquisition Proposal after the date hereof or that it determines to be a Company Superior Proposal in accordance with Section 5.01 5.9 of the Disclosure LetterMerger Agreement, the Company shall within three (3) Business Days of such determination pay to Parent all reasonable Expenses incurred by Parent and RodeoMerger Sub through the date of such determination, Inc. covenant and agree not to exceed $1,000,000. The Company acknowledges that neither the Company nor any Company Subsidiary shall, between as of the date of this Amendment, Parent has incurred expenses in connection with the Merger Agreement and the Closing, directly or indirectly do, or propose to do, any transactions contemplated thereby in excess of $850,000. The preceding obligation of the followingCompany to pay the Expenses of Parent and Merger Sub shall be in addition to any obligation of the Company to pay to Parent (without duplication) the Regular Termination Fee, the Expenses of Parent and Merger Sub, and/or the Special Termination Fee (if applicable) in accordance with Section 7.3 of the Merger Agreement as such section is modified by the provisions of this Amendment. For purposes of the Merger Agreement as amended by this Amendment, the reasonable Expenses incurred by Parent and Merger Sub shall be determined in the manner described in the definition of “Expenses” set forth in Section 8.1 of the Merger Agreement without regard to the prior written consent dollar limitations set forth therein. (c) Simultaneously with the execution of Buyerthis Amendment, which consent the Company shall not complete the divestiture of Divestco in accordance with the terms and conditions set forth in that certain Hill Stock Redemption Agreement, dated as of October 15, 2003 (the “Divestco Disposition Agreement”), by and among the Company, HEALTHMONT OF TEXAS, INC., HEALTHMONT OF TEXAS I, LLC and XXXXXXX X. XXXX (“Xxxx”), subject to such modifications as required by this Section 7(c). In connection therewith, the Company shall take or cause to be unreasonably withheld taken the actions set forth below and shall as appropriate amend or delayed:cause to be amended the Divestco Disposition Agreement and any other applicable agreements. In the event any agreement that is an exhibit to the Merger Agreement is amended in accordance with the preceding sentence, such amendment shall be included as part of such exhibit. (i) amend, propose to amend, or otherwise change its Certificate The Company shall irrevocably waive the conditions precedent set forth in Section 6.1(a) of Limited Partnership or the Company Partnership Agreement or similar organizational documents;Divestco Disposition Agreement. (ii) issueThe Company shall cause Hill to irrevocably waive the conditions precedent set forth in Section 6.2(a) and Section 6.2(b) of the Divestco Disposition Agreement. (iii) On the date of Hill’s termination of employment by the Company and on the first day of each month thereafter until paid in full, sellthe Company shall pay to Hill all amounts owing to him pursuant to that certain Non-Competition Agreement and General Release, transferdated as of October 15, pledge2003, dispose ofbetween the Company and Hill in twelve equal monthly installments of $14,583.33. The provisions set forth in this Section 7(c)(iii) shall be deemed to satisfy the condition precedent set forth in Section 6.2(d) of the Divestco Disposition Agreement. (iv) Simultaneously with the execution of this Amendment, grantthe Company shall issue as a capital contribution a note to Divestco in the original principal amount of $275,000, encumberwhich such note shall be in full satisfaction of all of the Company Capital Contribution obligations under Section 8.2 of the Divestco Disposition Agreement. The Company shall execute, amend and shall cause Hill to execute, an amendment to the terms of, or authorize Divestco Disposition Agreement whereby the issuance, sale, pledge, disposition, grant or Encumbrance parties will acknowledge the termination of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) obligation of the Company or the Surviving Corporation to make any further capital contribution to HealthMont of Texas, Inc. The note shall be subordinated to the obligations of the Company Subsidiary of any classunder the SunLink Loan Agreement, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom shall not bear interest, general partnership interest or limited partnership interestand shall be payable in full on the first to occur of the Merger or, subject to the prior payment in full of the obligations of the Company under each of the Xxxxxx Loan Agreement and the SunLink Loan Agreement, on July 31, 2003. The Company’s issuance of such note shall be deemed to satisfy the condition precedent set forth in Section 6.2(f) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b);Divestco Disposition Agreement. (iiid) declareSimultaneously with the execution of this Amendment, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company Parent and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) shall enter into, amendand the Company shall cause its Subsidiaries (excluding Divestco) to enter into as appropriate, modify or supplement any Material Contracts a Management Agreement in any material respect;the form attached hereto. (xviie) enter into any contractSimultaneously with the execution of this Amendment, agreement or other arrangement that involves annual payments to or from Parent and the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, shall enter into, amend, terminate or waive any provision of, any agreement or arrangement, or and the Company shall cause its Subsidiaries (excluding Divestco) to enter into any transactionas appropriate, between the Company and/or any Company Subsidiary, on Loan Agreement and all other agreements required thereunder in the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingform attached hereto.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the term of your employment and Rodeothereafter, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer you shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of reasonably cooperate with the Company and in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (b) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. ​ (c) This offer expires at 11:59 p.m. Pacific Time on December 1, 2023, if not accepted by then. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any phantom interesttime prior to the Effective Date. (d) This letter agreement, general partnership interest including the Confidential Disclosure Agreement and your stock option agreements, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or limited partnership interestunderstandings (whether written, oral or implied) between you and the Company relating to the subject matter herein, including without limitation that certain amended and restated employment terms letter agreement dated June 24, 2022 by and between you and MorphImmune, Inc. (the “Prior Agreement”). You agree and acknowledge that there are no circumstances as of the date of this letter agreement that constitute, and nothing contemplated in this letter agreement shall be deemed for any purpose to be or to create, an involuntary termination without Cause or a Good Reason resignation right, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. You further hereby expressly waive any claim or right you may have as of the date of this letter agreement (if any) to assert that this letter agreement, or any other condition or occurrence, forms the basis for a without Cause termination or Good Reason resignation for any purpose, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. (e) In consideration for the benefits provided in this letter agreement, and notwithstanding any agreement between you and the Company or any Company Subsidiaryof its subsidiaries, other than including, but not limited to, stock option agreements, stock option grant notices, employment agreements, severance agreements and the like (each such agreement, an “Existing Agreement”), to the contrary, you hereby acknowledge and agree that “Change in Control” or any term of similar import contained in any Existing Agreements, shall mean “Change in Control” as permitted under clause (ix) defined in this letter agreement. This section shall survive the termination of Section 5.01(b);this letter agreement and shall constitute an amendment to each Existing Agreement. (iiif) declare, set aside, make or pay The terms of this letter agreement and the resolution of any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant disputes as to the terms meaning, effect, performance or validity of the Company Partnership Agreement; (iv) other than this letter agreement or arising out of, related to, or in the case of any direct or indirect wholly-owned Company Subsidiaryway connected with, combinethis letter agreement, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of your employment with the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business relationship between you and not material to the Company and the termination of such employment or other relationship (the “Disputes”) will be governed by the laws of the state or district in which you last primarily worked for the Company Subsidiaries taken as without regard to any conflict of laws principles that would require the application of the laws of a whole;different jurisdiction. You expressly consent to the personal jurisdiction and venue of the state and federal courts located in the state or district in which you last primarily worked for the Company and the state or district in which the Company’s headquarters is located for any lawsuit filed there against you by the Company in connection with any Dispute or any claim related to any Dispute. (viiig) except as required by To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any Material Contract or in the ordinary course of businessand all disputes, sell, transfer or otherwise dispose ofclaims, or agree causes of action, in law or equity, including but not limited to sellstatutory claims arising from or relating to the enforcement, transfer breach, performance, or otherwise dispose ofinterpretation of this letter agreement, any your employment with the Company, or the termination of its assets or propertiesyour employment, other than transactions not exceeding $25,000,000 individually or $50,000,000 in shall be resolved, to the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the terms of relief being sought (available upon request and also currently available at the Credit Agreements; (x) enter, to a material extent, any line of business that is not following web address: (i) currently conducted, xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and (ii) currently contemplated xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be ​ conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: xxxxx://xxx.xxx.xxx/sites/default/files/EmploymentRules-Web.pdf), at a location closest to where you last worked for the Company or (iii) ancillary another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the Company's current businessfullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or commence business operations in unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any country outside other claims will remain subject to mandatory arbitration. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the United States or Canada; (xi) increase exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the compensation payable or to become payable to the Company'sexception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., any Company Subsidiary'sall claims, disputes, or Seller's officers causes of action under this Section, whether by you or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any Company Subsidiarypurported class, representative, or establishcollective proceeding, adoptnor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, enter into both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or amend arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective bargainingclaims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other plan, agreement, trust, fund, policy claims or arrangement requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the benefit arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all arbitration administrative fees, or such fees shall be paid in such other manner to the extent required by, and in accordance with, applicable law or rules to effectuate your and the Company’s agreement to arbitrate. To the extent the arbitration service does not collect or you otherwise do not pay an equal share of all arbitration administrative fees, and the Company pays your share, you acknowledge and agree that the Company shall be entitled to recover from you in a federal or state court of competent jurisdiction half of the arbitration fees invoiced to the parties (less any amounts you paid to the arbitration service). Each party is responsible for its own attorneys’ fees, except as may be expressly set forth in your Confidential Disclosure Agreement or as otherwise provided under applicable law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.such

Additional Agreements. SECTION 5.01 Conduct of Business Prior 5.1 Access to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between Information Between the date of this Agreement and the time earlier of the Closing, except as set forth in Section 5.01 of Closing Date or the Disclosure Letter or as contemplated by any other provision termination of this Agreement, unless upon reasonable notice, the Buyer Company shall otherwise consent (a) give Acquirer and its officers, employees, accountants, counsel and other agents and representatives reasonable access to all buildings, offices, and other facilities and to all Books and Records of the Company as they relate to the Business, whether located on the premises of the Company or at another location; (b) permit Acquirer to make such inspections as it may reasonably require; (c) subject to Section 5.8 hereof, cause its officers to furnish Acquirer such financial, operating, technical and product data and other information with respect to the Business and Purchased Assets as Acquirer from time to time may reasonably request, including financial statements and schedules; and (d) allow Acquirer the opportunity to interview such employees and other personnel and Affiliates of the Company providing services in writingconnection with the conduct of the Business with the Company's prior written consent, which consent shall not be unreasonably withheld or delayed: (i) the businesses of ; provided, however, that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Acquirer pursuant to this Section 5.1 may be used by Acquirer for strategic planning purposes relating to accomplishing the transactions contemplated hereby. 5.2 Confidentiality The parties acknowledge that Acquirer and the Company Subsidiaries have previously executed a confidentiality agreement dated December 5, 2007 (the "Confidentiality Agreement"), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms. Without limiting the foregoing, all information furnished to Acquirer and its officers, employees, accountants and counsel by the Company, and all information furnished to the Company by Acquirer and its officers, employees, accountants and counsel, shall be conducted only incovered by the Confidentiality Agreement, and Acquirer and the Company shall be fully liable and responsible under the Company Subsidiaries Confidentiality Agreement for any breach of the terms and conditions thereof by their respective subsidiaries, officers, employees, accountants, counsel and other Representatives. Furthermore, without limiting the foregoing, each of the parties hereto hereby agrees to keep the terms of this Agreement (except to the extent contemplated hereby) and such information or knowledge obtained in any investigation pursuant to Section 5.1, or pursuant to the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, confidential; provided, however, that the foregoing shall not take any action except inapply to information or knowledge which (a) a party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way is generally known to the public and did not become so known through any violation of amplification Law, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party without confidentiality restrictions from other sources not bound by applicable confidentiality restrictions, (e) is required to be disclosed by order of court or Governmental or Regulatory Authority with subpoena powers (provided that such party shall have provided the other party with prior notice of such order and not limitationan opportunity to object or seek a protective order and take any other available action), except as contemplated by this Agreement, or as reflected (f) which is disclosed in the Company SEC Reports filed prior to the date hereof course of any Action or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, Proceeding between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without parties hereto or (g) as required to comply with the prior written consent of Buyer, which consent shall not be unreasonably withheld rules or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) regulations of the Securities Exchange Commission and any applicable law. 5.3 Approvals The Company shall use commercially reasonable efforts to obtain all Approvals from Governmental or any Company Subsidiary of any class, Regulatory Authorities or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest Contracts or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or agreements as may be required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described Acquisition (all of which Approvals are set forth in clause (vithe Disclosure Schedule) above; (xviii) except so as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between to preserve all rights of and benefits to the Company and/or any thereunder and Acquirer shall provide the Company Subsidiary, on the one hand, with such assistance and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be information as is reasonably required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingobtain such Approvals.

Additional Agreements. SECTION 5.01 5.1 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between From the date of this Agreement hereof and the time of until the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only inshall, and shall cause its Subsidiaries to, conduct the Company and the Company Subsidiaries shall not take any action except in, Business only in the ordinary and usual course and in a manner consistent with past practices; maintain in good repair (ordinary wear and tear excepted) all of business; (ii) the Company its material structures and the Company Subsidiaries shall Fixtures and Equipment; and use its reasonable best efforts to preserve substantially intact their the present business organizationorganization and operations of the Business, to keep available the services of its officers, employees, representatives, agents and consultants, and preserve its relationships with licensors, franchisees, suppliers and others having business relationships with it. The Company's management shall be available to meet with Buyer on a reasonable basis with prior notice to discuss the current employees general status of Rodeothe ongoing operations of the Business and any issues relating to the conduct thereof. The Company shall give prompt notice to Buyer of (i) any Material Adverse Change, Inc. and (ii) the occurrence or non-occurrence of any event which would be reasonably likely to preserve cause the current relationships Company to believe that any representation or warranty of the Company and herein to be untrue or inaccurate, or the failure of the Company Subsidiaries to comply with customersor satisfy any covenant, contractholders agreement or condition to be complied with or satisfied by it hereunder and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) any budget revisions approved by the Company Board of Directors of the Company, and the Company Subsidiaries shall comply will keep Buyer reasonably informed of developments with respect to such events and afford Buyer's representatives reasonable access to all materials in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicepossession relating thereto. (b) By way of amplification and not limitation, except 5.2 Forbearances Except as contemplated by this Agreement, Agreement or as reflected in set forth on Schedule 5.2, the Company SEC Reports filed prior to shall not, and shall cause its Subsidiaries not to, from the date hereof until the earlier of (i) the Closing Date or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following(ii) termination under Article IX, without the prior written consent of Buyer, which consent shall not unreasonably be unreasonably withheld or delayed: (i) amendwithheld, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct take or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant fail to the terms of the Company Partnership Agreement; (iv) other than in the case of take any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify action or enter into any employment transaction of the kind which if taken or severance agreement withfailed to be taken after June 11, 1999, would have been in violation of Section 3.10 or (B) engage in any practice, or take, or fail or omit to take, any director, officer, employee action or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregatetransaction, other than in the ordinary course of business and consistent with past practices, that would reasonably be expected to cause or result in connection any of the representations and warranties set forth in Article III to be untrue in any material respect at any time after the date hereof through the Closing Date. 5.3 Negotiations with Others From the transactions described in clause date hereof until the earlier of (vii) above; the Closing Date or (xviiiii) except as provided in termination of this AgreementAgreement under Article IX, the Company shall not, and shall instruct each of its representatives (including investment bankers, attorneys and accountants) not to, directly or indirectly, enter into, amendsolicit, terminate initiate, conduct or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or provide any information to, or otherwise cooperate in any other way with, any Person or group, other than Buyer and its representatives, concerning any sale of all or any substantial portion of the Assets or the Business of, or of any shares of capital stock or other securities of, the Company or any of its Subsidiaries, or any merger, consolidation, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (each such transaction being referred to herein as a "Proposed Acquisition Transaction"); provided that the prohibitions in this Section 5.3 do -------- not apply to the SGC Acquisition. The Company hereby represents that neither it nor any of its representatives is presently engaged in discussions or negotiations with any party other than Buyer with respect to any Proposed Acquisition Transaction. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and to which any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to them is a party. 5.4 Investigation of Business and Properties From the date hereof would be required to be disclosed pursuant to Section 3.20; until the earlier of (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashioni) the corporate structure or ownership Closing Date and (ii) termination under Article IX, the Company will, and will cause its Subsidiaries to, afford Buyer, any financial institution providing financing to the Company in connection with the transactions contemplated hereby (subject to the execution of an appropriate confidentiality agreement), and their respective attorneys, accountants, financial advisors and other representatives, reasonable access during regular business hours upon reasonable notice, to make such reasonable inspection of the Assets, business and operations of the Company and its Subsidiaries and to inspect and make copies of Contracts, Books and Records and all other documents and information reasonably requested by Buyer and related to the operations and business of the Company and its Subsidiaries, including historical financial information concerning the business of the Company and its Subsidiaries and to meet with designated Personnel of the Company and its Subsidiaries and/or their representatives; provided that any such access shall be conducted in such a -------- manner as not to interfere unreasonably with the operation of the Business; provided further, that no disclosure to Buyer, its counsel, accountants or other -------- ------- representatives or to any financial institution or any representative of such financial institution after the date hereof shall be deemed to be a reduction of, or otherwise affect, the representations and warranties of the Company Subsidiary set forth in this Agreement. The Company shall instruct its Personnel, accountants and counsel to cooperate with Buyer, and to provide such documents and information as Buyer and its representatives may reasonably request; provided -------- that Buyer shall execute and deliver to such counsel and accountants such consents and waivers as are customary in connection in providing such documents and information. 5.5 Confidentiality The provisions dealing with the maintenance of confidentiality with respect to documents provided to Buyer in connection with the transactions contemplated hereby in the letter agreement dated May 17, 1999 between Quad-C, Inc and the Company (the "Buyer Confidentiality Letter") are hereby incorporated herein by reference. Unless and until the Closing has been consummated, Buyer shall hold, and shall cause its counsel, accountants and other than representatives to hold, in confidence all confidential data and information relating to the Company and its Subsidiaries made available to Buyer, together with all analyses, compilations, studies and other documents and records prepared by Buyer or any of its representatives which contain or otherwise reflect or are generated from such information, as set forth in the Buyer Confidentiality Letter. If the transactions contemplated by this Agreement; or (xx) enter into any contractAgreement are not consummated, agreementBuyer agrees to keep confidential all data and information relating to the Company and its Subsidiaries or the Business, commitment or arrangement to do any and upon written request of the Company, to return or cause to be returned to the Company all written materials and all copies that contain any such confidential data or to certify to the Company that such materials have been destroyed. Notwithstanding the foregoing, Buyer may disclose this Agreement and the information and data in Buyer's possession in connection therewith, subject to the provisions of the Buyer Confidentiality Letter, to the extent such disclosure is required by law.

Additional Agreements. SECTION 5.01 Conduct of Business Prior (a) Subject to the Closingterms and conditions herein provided, each of the parties hereto agrees to use its reasonable commercial efforts to take promptly, or cause to be taken, all actions and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated by this Agreement, and to satisfy all of the conditions to the Closing to be satisfied by such party, including using reasonable commercial efforts to obtain all necessary actions or non-actions, extensions, waivers, consents and approvals from all applicable Governmental Entities and third parties, and effecting all necessary registrations and filings. (ab) Parent From and Rodeo, Inc. covenant and agree that, between after the date of this Agreement hereof, the Company shall reasonably cooperate with and the time of the assist Parent with developing and executing an appropriate transition and communications plan in order to assure an orderly transition following Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreementincluding, unless the Buyer shall otherwise consent in writingbut not limited to, which consent shall not be unreasonably withheld or delayed: using reasonable efforts to provide reasonable access to: (i) the businesses officers, employees, consultants, attorneys, accountants, vendors and independent contractors of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; Subsidiaries; (ii) offices and other facilities owned or operated by the Company or the Subsidiaries; and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization(iii) books, to keep available the services of the current employees of Rodeorecords, Inc. reports, and to preserve the current relationships files of the Company and the Company Subsidiaries From and after the date hereof, the parties shall cooperate in good faith to develop and implement a mutually acceptable communications plan for notifying certain parties associated with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of businessindependent contractors, or grant any severance or termination pay tovendors, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with customers and applicable governmental agencies about the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or. From and after the date hereof, the parties shall also use their reasonable commercial efforts to assist the other parties hereto with completing and filing all notices, applications and reports required to be filed with any applicable Governmental Body as a result of the Merger. (xxc) enter into any contractFrom and after the date hereof, agreement, commitment or arrangement to do any the Company shall reasonably cooperate with and assist Parent in securing the Debt Financing on the terms and conditions described in the Financing Commitments. In furtherance of and without limiting the foregoing, the Company shall, upon request, provide and deliver any documentation or information reasonably deemed appropriate or necessary by Parent in connection with securing the Debt Financing or any alternative financing, provided that the Company makes no representations or warranties with respect to the information provided to Parent under this Section 5.05(c).

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.1 PREPARATION OF PROXY STATEMENT; STOCKHOLDER MEETING; COMFORT LETTERS. (a) Parent and Rodeo, Inc. covenant and agree that, between Promptly following the date of this Agreement, the Company shall prepare the Schedule 13E-3 with respect to the transactions contemplated by this Agreement and a proxy statement (the time "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger and include therein the recommendation of the Closing, except as set forth in Section 5.01 Company Board that the stockholders of the Disclosure Letter or as contemplated by any other provision Company vote in favor of the approval and adoption of this AgreementAgreement and include therein the written opinion of the Financial Adviser that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, unless from a financial point of view, to such stockholders; provided, however, that the Buyer Company Board may fail to make or may withdraw or modify such recommendation, if, in accordance with Section 5.1, the Company Board recommends a Superior Proposal. The Company shall otherwise consent use its reasonable best efforts to obtain and furnish the information required to be included by it in writingthe Proxy Statement and Schedule 13E-3 and, which consent after consultation with ERP, respond promptly to any comments made by the Securities and Exchange Commission (the "SEC") with respect to the Proxy Statement and Schedule 13E-3 and any preliminary version thereof, ERP and Newco will cooperate with the Company in connection with the preparation of the Proxy Statement and Schedule 13E-3 including, but not limited to, furnishing to the Company any and all information regarding ERP as may be required to be disclosed therein. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. (b) All filings with the SEC and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement and Schedule 13E-3, shall be subject to the prior review, comment and approval of ERP and Newco (and such approval shall not be unreasonably withheld or delayed:). (ic) The Company shall, as promptly as practicable following the businesses date of this Agreement and in consultation with ERP and Newco, duly call and give notice of, and, provided that this Agreement has not been terminated, convene and hold, the Company Stockholders' Meeting for the purpose of approving this Agreement and the transactions contemplated by this Agreement to the extent required by Ohio Law (the "Company Subsidiaries shall be conducted only inStockholders' Meeting"). The Company will use reasonable best efforts to hold such meeting as soon as practicable after the date hereof. (d) Upon the request of ERP, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their cause to be delivered to the Company and ERP a letter of PricewaterhouseCoopers LLP, the Company's independent public accountants, dated a date within two (2) business organization, days before the date of mailing the Proxy Statement to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships stockholders of the Company and a letter of PricewaterhouseCoopers LLP dated a date within two (2) business days before the Company Subsidiaries with customersStockholders' Meeting, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary addressed to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against each case customary in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or scope and substance for letters delivered by independent public accountants in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior proxy statements similar to the date hereof would Proxy Statement; provided, however, that such letters shall only be required delivered to be disclosed pursuant the extent permitted under accounting principles and pronouncements applicable to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingU.S. accounting profession.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the 8.1 The Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe Executive, on the other hand, which if entered into prior represent, covenant and agree to the date hereof would other that neither they, nor their agents, assignees, successors, heirs or executors (as applicable) have commenced, continued or joined in, and will not hereafter commence, continue, or join in, any lawsuit, arbitration or other action or proceeding asserting any Released Company Claim or Released Executive Claim, respectively, against the other or in any other manner attempt to assert any Released Company Claim or Released Executive Claim, respectively, against the other. 8.2 The Executive agrees that he shall maintain in confidence and shall not at any time disclose or reveal to any Person any of the terms of this Letter Agreement, the Executive Release, the Company Release or the Employment Agreement. Notwithstanding the foregoing, the Executive may disclose such information (i) to his family members and advisors who will be informed of, and bound by, this Section 8.2 and (ii) to the extent it is required to be disclosed by applicable law or judicial order; PROVIDED, that, in the case of clause (ii), the Executive shall notify the Company as promptly as practicable (and, if possible, prior to making such disclosure) of the information to be disclosed. The Company also agrees to maintain in confidence and not at any time disclose or reveal to any Person any of the terms of this Letter Agreement, the Executive Release, the Company Release or the Employment Agreement. Notwithstanding the foregoing, the Company may disclose such information (i) to advisors to the Company and its Affiliates, who will be informed of, and bound by, this Section 8.2, (ii) to employees, consultants and agents of the Company and its Affiliates who have a reasonable need to know such information, who will be informed of, and bound by, this Section 8.2, and (iii) to the extent it is required to be disclosed by applicable law, judicial order or pursuant to Section 3.20; (xix) materially alter (through mergerany listing agreement with, liquidationor the rules or regulations of, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership securities exchange on which securities of the Company or any of its Affiliates are or may be listed or traded. 8.3 In consideration of the payments agreed to be paid to the Executive and the benefits contemplated to be provided to the Executive hereunder, during the period from the date hereof through and including August 6, 2002, the Executive agrees to cooperate with the Company Subsidiary and any other than PT Entity, as contemplated reasonably requested by this Agreement; or (xx) enter into the Company, in the handling or investigation of any contractaction, agreementsuit, commitment proceeding, arbitration, investigation or arrangement to do dispute against or affecting the Company or any other PT Entity or any of their respective properties, assets or operations that relate to matters that arose while the foregoingExecutive was an employee of the Company (or officer or director of the Company or any other PT Entity) and to consult with the Company, any other PT Entity and their respective advisors, as reasonably requested, on any inquiry related to any such matters. In making any such requests, the Company shall take all reasonable steps so as to avoid (i) placing unreasonable travel or time burdens on Executive and (ii) materially interfering with Executive's obligations to his then-current employer, it being expressly understood that Executive will not be obligated to comply with any request which would result in the consequences described in either clause (i) or (ii) of this sentence. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' fees) incurred by the Executive by reason of such cooperation and consultation. 8.4 Each of the Executive and the Company hereby agrees to execute such further documents or take such further actions as may be reasonably required or desirable to carry out the provisions hereof, including, without limitation, any documents necessary to effect the resignations contemplated under Section 4.1 hereof.

Additional Agreements. SECTION 5.01 Conduct 6.01. Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; ---------------------------------------------------- Shareholders Meetings; Adoption by Sole Shareholder. (a) The Company, Parent ---------------------------------------------------- and RodeoNewco shall prepare and file with the SEC the Proxy Statement in preliminary form and Parent, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and Newco shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company, Parent and Newco shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company, Parent and Newco shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its respective shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Newco shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Newco Common Stock in the Merger and under the Company Subsidiaries shall be conducted only inStock Plans and the Parent Stock Plans, and the Company and Parent shall furnish all information concerning the Company Subsidiaries shall not take any action except inor Parent, the ordinary course of business; (ii) the Company as applicable, and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company Common Stock or Parent Common Stock and rights to acquire Company Common Stock or Parent Common Stock pursuant to the Company Stock Plans or the Parent Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives, on the one hand, and the Company Subsidiaries SEC or its staff, on the other hand, with customersrespect to the Proxy Statement, contractholders and other Persons with whom the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor Merger Effective Time any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, event occurs with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants any change occurs with respect to information supplied by or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition on behalf of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except the Company for transactions not exceeding $15,000,000 individually or $30,000,000 inclusion in the aggregate for all transactions pursuant Proxy Statement or the Form S-4 which, in each case, is required to this subsection (vi); (vii) except for Permitted Encumbrances be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company shall cooperate with Parent and Newco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company's shareholders and to Parent's shareholders. (c) If prior to the Merger Effective Time any Material Contractevent occurs with respect to Parent or any Parent Subsidiary or any change occurs with respect to information supplied by or on behalf of Parent for inclusion in the Proxy Statement or the Form S-4 which, leasein each case, license, mortgage or otherwise encumber or subject is required to any Encumbrancebe described in an amendment of, or agree a supplement to, the Proxy Statement or the Form S-4, Parent shall promptly notify the Company of such event, and Parent shall cooperate with Company in the prompt filing with the SEC of any necessary amendment or supplement to encumber the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or subject supplement to any Encumbrancethe Company's shareholders and to Parent's shareholders. (d) The Company shall, any as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its assets shareholders (the "Company Shareholders Meeting") for the purpose of seeking the ---------------------------- Company Shareholder Approval. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Subject to Section 5.02(b), the Company shall, through its Board of Directors, recommend to its shareholders that they give the Company Shareholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first two sentences of this Section 6.01(d) shall not be affected by the commencement, public proposal, public disclosure or propertiescommunication to the Company of any Company Competing Transaction. (e) Parent shall, other than transactions as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Parent Shareholders Meeting") for the purpose of seeking the --------------------------- Parent Shareholder Approval. The Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Parent's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Subject to Section 5.03(b), Parent shall, through its Board of Directors, recommend to its shareholders that are they give the Parent Shareholder Approval. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to the first two sentences of this Section 6.01(e) shall not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Parent Competing Transaction. (f) The Company shall use its reasonable best efforts to cause to be delivered to Parent a letter of Xxxxxx Xxxxxxxx LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the ordinary course Form S-4. (g) Parent shall use its reasonable best efforts to cause to be delivered to the Company a letter of PricewaterhouseCoopers LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and not material addressed to the Company, in form and substance reasonably satisfactory to the Company and the Company Subsidiaries taken as a whole; (viii) except as required customary in scope and substance for letters delivered by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or independent public accountants in connection with registration statements similar to the transactions described in clause (vi) above;Form S-4. (xviiih) except Parent, as provided in sole shareholder of Newco, shall adopt this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct (a) Each of Business Prior the City, the Authority and the Trustee hereby consents to and approves the ClosingTeam Agreement and all of such agreement’s respective terms, covenants and conditions. (ab) Parent Notwithstanding anything to the contrary contained herein or in the Financing Documents, the parties hereto agree as follows: (i) None of the parties hereto shall seek to prohibit, limit, challenge or otherwise restrict, the rights, powers, privileges and Rodeobenefits of the Team under the Team Agreement (as in effect as of the date hereof) on the grounds of inconsistency or conflict with or violation of the terms and provisions of the Financing Documents or the Management Agreement. (ii) In the event the Team Agreement is rejected or otherwise terminated through no fault of the Team in connection with any bankruptcy proceedings involving the City or the Authority, Inc. covenant the parties hereby agree that such rejection or termination shall be an event of default by the City under the Financing Documents. Each of the Authority and agree the Trustee agrees that it shall diligently exercise the remedies under the Financing Documents in connection with such event of default so that, between to the date extent authorized by the Financing Documents, a Controlling Party may obtain possession and control of this the Facility, in which case the Controlling Party shall be required to enter into an agreement which is, to the extent possible, identical to the Team Agreement and for a term equal to the term remaining under the Team Agreement at the time of such event of default. Notwithstanding the Closingforegoing, except the Trustee’s obligation to diligently exercise such remedies is subject to its right of reimbursement and indemnification as set forth in Section 5.01 the Indenture. (iii) In the event the Team Agreement is rejected or otherwise terminated through no fault of the Disclosure Letter Team in connection with any bankruptcy proceedings involving the Manager, the parties hereby agree that such rejection or as contemplated termination shall be an event of default by any other provision the Manager under the Management Agreement. The City agrees that it shall diligently exercise the remedies under the Management Agreement in connection with such event of this default so that, to the extent authorized by the Management Agreement, unless a Controlling Party may obtain management of the Buyer Facility, in which case the Controlling Party shall be required to enter into an agreement which is, to the extent possible, identical to the Team Agreement for a term equal to the term remaining under the Team Agreement at the time of such event of default. (iv) Team agrees that, except as the City shall have otherwise consent consented in writing, which consent may be granted or denied in City’s sole discretion, during the entire term of the Team Agreement the name of the Team shall be the “Anaheim [ ]” [(Team having the right in its sole discretion to designate from time to time such “[ ]” portion of the Team name), and “Anaheim” shall be the first word and sole geographic reference and identifier contained in the name of the Team or otherwise regularly used by the Team when referring to the NBA Team. Due to the specialized nature of this covenant and unique circumstances here presented, in the event of any breach or default by the Team of the foregoing covenant contained in this Section 4(b)(iv), including the name or description of the Team regularly used by the Team not having “Anaheim” as the first word and sole geographic reference and identifier, it would be extremely difficult to ascertain the amount of compensation which would afford adequate relief to City or that pecuniary compensation would not afford adequate relief, and further, that during litigation, the Team’s continuing breach or default of the foregoing covenant would cause great or irreparable injury to City. In that event, City may seek injunctive relief to compel performance by Team of its obligations under the foregoing covenant. In addition, Team shall advise all announcers, commentators, broadcasters and other employees which it may employ to not regularly use any geographic reference other than “Anaheim” in television, radio and internet broadcasts and other electronic transmissions from the Facility when announcing the name of the Team or the location of the game. The foregoing provisions shall not be unreasonably withheld apply with respect to any Team nickname(s), or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take in connection with any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company so-called “throwback” games or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicesimilar themes or events. (bv) By way Each of amplification and not limitation, except the parties hereto agrees that all funds received by Manager in connection with or arising out of the Team Agreement to which the Team is entitled to all or a portion pursuant to the provisions of the Team Agreement shall be held in a segregated Third Party Funds Account (as contemplated by this Agreement, or as reflected such term is defined in the Company SEC Reports filed Management Agreement) for the benefit of Team. (vi) Each of the parties hereto shall be bound by the waiver of subrogation provisions in favor of the Team contained in Section 19.3 of the Team Agreement in the same manner as if such party was the party referred to in the Team Agreement as the “Manager”. (vii) In the event of any casualty or condemnation the proceeds of which are sufficient to restore the Facility to a condition substantially similar to that which existed prior to such casualty or condemnation, the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and parties agree that neither the Company nor any Company Subsidiary shall, between such proceeds shall be utilized for such restoration. (viii) Effective no later than the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any UnitsAgreement, the Incentive Distribution Rights, Management Agreement has been further amended to (A) extend to the GP Interest or any other ownership interests (including without limitation general and limited partnership interestsTeam under Section 19.1(e) of thereof the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, same protections with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant Team Agreement as are provided to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in “NHL Team” thereunder with respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business“NHL Team Agreement” thereunder, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.and

Additional Agreements. SECTION 5.01 Conduct 6.1 Preparation of Business Prior to the ClosingProxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Merger Sub in the Offer, the Company and Parent shall prepare and file with the SEC a proxy statement (if required by applicable law) in definitive form relating to a meeting of the holders of Company Common Stock to approve the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement"). The Company shall use its reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. (b) The Company will, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Merger Sub in the Offer, duly call, give notice of, convene and hold a meeting of the stockholders of the Company (the "Company Stockholders Meeting") for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and RodeoMerger Sub and any of their subsidiaries or affiliates to be voted in favor of the Merger. Parent and Merger Sub will, Inc. covenant and agree thatwill direct the directors of the Company designated by Parent and Merger Sub to, between take all actions and do all things necessary or advisable to cause the date Merger to occur as promptly as practicable pursuant to the terms of this Agreement. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Merger Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 3-106 of the MGCL. (d) Parent shall (i) cause Merger Sub promptly to submit this Agreement and the Transaction Option Agreement and the transactions contemplated hereby and thereby for approval and adoption by Parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Merger Sub to be voted for adoption and approval of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Transaction Option Agreement and the Company Subsidiaries shall be conducted only in, Merger and the Company other transactions contemplated hereby and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company thereby; and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company cause to be taken all additional actions necessary for Merger Sub to adopt and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of approve this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Transaction Option Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, hereby and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingthereby.

Additional Agreements. SECTION 5.01 Conduct (a) The representations and warranties set forth in Section 6 (in the case of Business Prior to the ClosingCompany) and Section 7 (in the case of Purchaser) are the only representations and warranties made by the Company and Purchaser (or any of their direct or indirect shareholders, and their and such shareholders’ respective Representatives) respectively in connection with the transactions contemplated hereby. Purchaser hereby expressly disclaims any and all reliance of any other statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) by or on behalf of the Company (or any of its direct or indirect shareholders, and their and such shareholders’ respective Representatives), and the Company hereby expressly disclaims any and all reliance of any other statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) by or on behalf of Purchaser (or any of their direct or indirect shareholders, and their and such shareholders’ respective Representatives). (ab) Parent Subject to the terms and Rodeoconditions of this Agreement, Inc. covenant each of the Company and agree thatPurchaser shall use its reasonable efforts to take, between or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable following the date hereof, including (i) obtaining from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such Party or its Affiliates, or to avoid any action or proceeding by any Governmental Authority, in connection with the execution and delivery of this Agreement and the time consummation of the Closingtransactions contemplated hereby, except (ii) making all necessary filings with respect to this Agreement and the transactions contemplated hereby under applicable Laws. The Company and Purchaser shall furnish to each other all information concerning itself, its Affiliates, directors, officers and shareholders and such other matters as set forth may be reasonably required for any application or filing under applicable Laws in Section 5.01 connection with the transactions contemplated hereby. Each Party (or their respective Representatives, as appropriate) shall have the right to review in advance, and shall consult with each other on any application or filing made with, or material written materials submitted to, any Governmental Authority in connection with the transactions contemplated hereby. Each Party shall keep the other Party reasonably apprised of the Disclosure Letter status of matters relating to consummation of the transactions contemplated hereby, including promptly furnishing to the other Party copies of notices or other material written communications (redacted as appropriate) received from third parties and Governmental Authorities in respect of the transactions contemplated hereby, in each case to the extent permitted by any other provision applicable Law. (c) The Parties agree and acknowledge that the Company will issue a press release disclosing the material terms of the transactions contemplated hereby in a form to be agreed by the Parties and file a current report on Form 6-K on or promptly after the date of this Agreement. Except as provided in the foregoing sentence, unless no press release or public announcement concerning the Buyer shall otherwise transactions contemplated hereby may be issued by the Company, Purchaser or any of their respective Affiliates without the prior consent of the Company (in writing, the case of a press release or public announcement by Purchaser or any of its Affiliates) or Purchaser (in the case of a press release or public announcement by the Company or any of its Affiliates) (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except for any such press release or public announcement required by applicable Law or Governmental Authorities, in which case the Company or Purchaser, as the case may be, shall, to the extent permissible under applicable Laws, give the other Party a reasonable opportunity to review and comment on such press release or public announcement in advance of the issuance thereof, and shall consider the other Parties’ comments in good faith. Notwithstanding the forgoing, this subsection (c) shall not apply to any press release or public announcement made by the Company, Purchaser or any of their respective Affiliates which does not contain any information relating to the transactions contemplated hereby that has not been previously announced or made public in accordance with the terms of this Agreement. (d) The Parties agree to, and shall cause their respective Representatives to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to the other Party or their businesses, or relating to the transactions contemplated hereby, (ii) in the event that any Party or any of its Representatives becomes legally compelled or is required by any stock exchange or any other regulatory body to disclose any such information, provide the other Party with prompt written notice of such requirement so that such other Party may seek a protective order or other remedy or waive compliance with this subsection (d), and (iii) in the event that such protective order or other remedy is not obtained, or such other Party waives compliance with this subsection (d), furnish only that portion of such confidential information which is required by applicable Laws, the stock exchange or other regulatory body to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that the Party seeking to disclose shall have provided a draft of the proposed disclosure to the other Party reasonably in advance and shall have obtained written confirmation from the other Party that they have no further comments to the content of such proposed disclosure; provided, further, that this subsection (d) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by the relevant Party or any of its Representatives and provided further that each Party and their respective Representatives may disclose such information to their respective Affiliates, senior management, employees, professional advisors, agents in each case only where such Persons are bound by appropriate non-disclosure obligations and have agreed to maintain the confidentiality of such information. (e) The Parties agree that: (i) Subject to clause (ii) of this subsection (e), without the express prior written invitation or consent of the Company’s board of directors, Purchaser shall not, and shall cause its Affiliates and any Representatives acting on its or any of its Affiliates’ behalf not to, in any manner, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, (A) any acquisition of any securities (or Beneficial ownership thereof), or rights or options to acquire any securities (or Beneficial ownership thereof) (for the avoidance of doubt, other than Purchaser’s exercise of the Warrant in accordance with its respective terms), or any assets, or businesses of the Company, (B) any tender offer or exchange offer, merger or other business combination involving the Company, any of the assets of the Company or the subsidiaries of the Company constituting a material portion of the consolidated assets of the Company and the Company Subsidiaries shall be conducted only inCompany’s subsidiaries, and (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company and or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any securities of the Company, including soliciting consents or taking other action with respect to the calling of a special meeting of the Company’s shareholders; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company; (iii) otherwise act, alone or in concert with others, to seek representation on or to Control or influence the management, board of directors or policies of the Company Subsidiaries shall or to obtain representation on the board of directors of the Company; (iv) disclose or direct any Person to disclose, any intention, plan or arrangement inconsistent with the foregoing; or (v) advise, assist or encourage, or direct any Person to advise, assist or encourage any other Person in connection with any of the foregoing. Xxxxxxxxx also agrees not take to request the Company to amend or waive any action except in, the ordinary course provision of business;this subsection (e) (including this sentence). (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services The provisions of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (viie) except for Permitted Encumbrances shall not, in any manner, limit or as required by prohibit Purchaser or any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbranceof Purchaser’s Affiliates, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, Representatives from communicating privately with the Company’s directors, unitholdersofficers or Representatives so long as such communications are not intended to, owners or Affiliatesand would not reasonably be expected to, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in require any other fashion) the corporate structure or ownership public disclosure of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingsuch communications.

Additional Agreements. SECTION 5.01 Section 6.01 Conduct of Business Prior to the Closing. (a) Parent Unless the Purchaser otherwise agrees in writing and Rodeo, Inc. covenant and agree thatexcept as otherwise set forth herein or in Section 6.01 of the Disclosure Schedule, between the date of this Agreement hereof and the time Closing Date, the Companies and the Subsidiaries shall: (i) conduct their business only in the ordinary course substantially consistent with past practice, and (ii) use commercially reasonable efforts to ensure that the Companies and the Subsidiaries preserve intact their current business organization, keep available the services of their respective current officers and employees and maintain its existing relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees (except for retirements and attrition in the Closing, except ordinary course) and other Persons having material business relationships with the Companies or the Subsidiaries. (b) Except as set forth disclosed in Section 5.01 6.01 of the Disclosure Letter or Schedule and as contemplated by this Agreement or as required by applicable Law, between the date hereof and Closing Date, the Companies and the Subsidiaries shall not do any other provision of this Agreement, unless the Buyer shall otherwise following without the prior written consent in writing, of the Purchaser (which consent shall not be unreasonably withheld or delayed:): (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take grant any action except in, the ordinary course of businessLien (other than a Permitted Lien) on any asset (whether tangible or intangible); (ii) increase the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationbase salary, to keep available the services hourly rate of the current employees of Rodeopay, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customersbonus, contractholders and commissions or other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests compensation (including without limitation general and limited partnership interestsfringe benefits) of the Company payable to or to become payable to any Company Subsidiary of any classofficers, managers, members, directors or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company SubsidiaryEmployees, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant increases to the terms base salary or hourly rate of the Company Partnership Agreement; pay of Employees (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiaryofficers, combinemanagers, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (vdirectors and members) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken except as a wholemay be required by any applicable employment agreement; (viiiiii) except as required by hire or otherwise engage any Material Contract new officer, manager, member, director or Employee (other than the hiring or engagement of any Employee who is not an officer in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viiibusiness consistent with past practice); (ixiv) incur enter into any Indebtednessagreement with, other than as permitted by the terms of the Credit Agreementsor otherwise grant any right to severance or termination pay to, any officer, manager, member, director or Employee; (xv) entercommunicate with any officer, to a material extentmanager, any line of business that is not (i) currently conductedmember, (ii) currently contemplated director or Employee regarding compensation or benefits to be conducted provided by the Company or (iii) ancillary to Purchaser after Closing without prior approval of the Company's current business, or commence business operations in any country outside the United States or Canada;Purchaser. (xivi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of businessbusiness consistent with past practice, distribute, sell, assign, transfer, lease, pledge, encumber or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit otherwise dispose of any director, officer or employee except as required by lawassets; (xiivii) change make, or agree to make, any method payment of accounting cash or accounting practice by the Company or distribution of assets to any Company SubsidiarySelling Member, except for pursuant to the Exchange Transaction or as required under any such change required by U.S. GAAPservice agreement with a member of the Companies; (xiiiviii) (A) commence or settle any Action other than in the ordinary course of business or (B) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business and consistent with past practice; provided, however, that the Companies may pay interest on the outstanding Company Indebtedness in the ordinary course and may pay or prepay any principal thereunder prior to the Closing of the Transaction to the extent that the Companies and the Subsidiaries do not incur any additional liability, obligation or indebtedness in accordance with the provisions of this Section 5.01order to make such principal payment or prepayment; (xivix) settle incur or compromise assume any material Auditliabilities, make obligations or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregateindebtedness for borrowed money, other than in the ordinary course of business consistent with past practice, or lend money to any Person, except that the Companies may make advances of expenses in connection the ordinary course of business and consistent with past practices; (x) issue, sell, repurchase, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any membership interests of the Companies or any of the Subsidiaries or other equity interests, or any options, warrants, convertible securities or other rights of any kind to acquire any membership interest, or any other ownership interest (including, without limitation, any phantom interest), of the Companies or any of the Subsidiaries, except to the extent necessary to consummate the Exchange Transaction; (xi) take any action or make any changes with respect to accounting policies or procedures except as may otherwise be required by GAAP or Law; (xii) make any capital expenditures that, when added to all other capital expenditures made on behalf of the Companies or the Subsidiaries between the date hereof and the Closing, exceed the aggregate of $75,000 for each month during such period; (xiii) except as otherwise permitted by this Section 6.01 or upon prior notice to and consultations with the transactions described Purchaser, enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Material Contract (or any agreement that would be a Material Contract), or amend or terminate, or waive or exercise any right or remedy under, any Material Contract, in clause each case other than in the ordinary course of business and consistent with past practices; provided, however, that the Companies and the Selling Members may take any action to secure the release of all obligations under any Personal Guarantee, provided that the Contract to which any such Personal Guarantee relates is not amended or terminated without the Purchaser’s prior written consent which shall not be unreasonably withheld or delayed; (vixiv) abovedispose of or permit to lapse any rights to the use of any Business Intellectual Property, or dispose of or disclose to any Person other than representatives of the Purchaser any trade secret, formula, process, know-how or other intangible Intellectual Property not theretofore a matter of public knowledge; (xv) other than in the ordinary course of business consistent with past practice, change any of its pricing policies, warranty policies, service policies, upgrade policies, personnel policies or other business policies; (xvi) allow the levels of inventory of the Companies or any of the Subsidiaries to vary from the levels customarily maintained in the Business or otherwise, taking into account the seasonality of the Business and historic reductions in year end inventory levels; (xvii) accelerate or delay collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (xviii) except as provided delay or accelerate payment of any account payable or other liability of the Business beyond or in this Agreement, enter into, amend, terminate advance of its due date or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof when such liability would be required to be disclosed pursuant to Section 3.20have been paid in the ordinary course of the Business consistent with past practice; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) amend the corporate structure or ownership Organizational Instruments of the Company Companies or any Company Subsidiary other than as contemplated by this Agreement; orof the Subsidiaries; (xx) enter into any contractContract for the purchase of real property or any option to extend a Lease listed in Section 4.11 of the Disclosure Schedule; (xxi) except as contemplated by this Agreement, agreementprepare or file any Tax Return inconsistent with past practices or, commitment on any such Tax Return, take any position, make any election, or arrangement adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xxii) except as contemplated by this Agreement, take a position, make any election, adopt any method or take any action inconsistent with (A) the treatment of Medfusion, Medtown South or Medtown North Georgia or after the effective time of the Bayou Check-the-Box Election, Bayou State, as partnerships or entities disregarded from their owners for federal income tax purposes, (B) the treatment of Bayou State as an S corporation prior to do the effective time of the Bayou Check-the-Box Election for federal income tax purposes, or (C) the Intended Tax Treatment; or (xxiii) authorize, or commit or agree to take, any of the foregoingforegoing actions.

Additional Agreements. SECTION 5.01 6.1 Conduct of Business the Company Prior to the ClosingEffective Time. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth Unless Buyer otherwise consents in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, writing (which consent shall not be unreasonably conditioned, withheld or delayed: (i) and except as otherwise contemplated by this Agreement or set forth in the businesses Company Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Company Effective Time and the Company Subsidiaries shall be conducted only in, termination of this Agreement pursuant to and in accordance with Section 9.1 (the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii“Pre-Closing Period”) the Company and the Company its Subsidiaries shall (i) conduct the Business only in the ordinary course and (ii) use commercially reasonable best efforts to preserve substantially intact their business organizationefforts, consistent with past practices and policies, to keep available maintain the services of the current employees of Rodeo, Inc. assets and to preserve the current relationships properties of the Company in their current condition, normal wear and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicetear excepted. (b) By way of amplification and not limitation, except Except as otherwise contemplated by this Agreement, Agreement or as reflected set forth in the Company SEC Reports filed prior to Disclosure Schedule, during the date hereof or Section 5.01 of the Disclosure LetterPre-Closing Period, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shallshall not, between the date of this Agreement and the Closingshall not permit its Subsidiaries to, directly or indirectly do, or propose to do, take any of the following, following actions without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably conditioned, withheld or delayed:): (i) amend, propose to amend, issue any membership interest or otherwise change its Certificate capital stock of Limited Partnership or the Company Partnership Agreement or similar organizational documentsany of its Subsidiaries; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, create any Encumbrance on any assets or properties (whether tangible or intangible) of the Company or its Subsidiaries, other than Permitted Encumbrances; (iii) sell, transfer assign, transfer, lease or otherwise dispose of, or agree to sell, transfer assign, transfer, lease or otherwise dispose of, any of the material fixed assets of the Company or any of its assets or propertiesSubsidiaries having a value, other than transactions not exceeding in any individual case, in excess of $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii)50,000; (ixiv) incur acquire (by merger, consolidation or combination, or acquisition of stock or assets) any Indebtednesscorporation, partnership or other business organization or division thereof, except for transactions with an aggregate fair market value in any individual case of less than as permitted by the terms of the Credit Agreements$250,000; (xA) enterenter into or materially amend any employment, to a material extentdeferred compensation, any line of business that is not (i) currently conductedseverance, (ii) currently contemplated to be conducted by the Company retention, change in control, termination or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employeessimilar agreement, except in the ordinary course any new employment agreement providing for normal, recurring compensation of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or less than $100,000 per annum; (B) establish, adopt, enter into or amend any collective bargainingbargaining Contract or other Contract with any labor organization, union or association; (C) increase the compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (D) take any action to accelerate the time of payment or vesting or to secure the funding of any compensation of benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (E) pay or make provision for the payment of any bonus, stock option, stock purchase, profit sharing, thrift, deferred compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance retirement or other plan, agreement, trust, fund, policy similar payment or arrangement for to any Company Employee, or any officer, director or Management Committee member of the benefit Company or any of its Subsidiaries, other than the Annual Bonuses, the Fixed Transaction Bonuses and the Variable Transaction Bonuses; or (F) increase the coverage or benefits available under, or amend, enter into or adopt any Company Benefit Plan; other than, with respect to subparagraphs (B) through (F) above, increases, payments or provisions which (x) were required by applicable Law or the terms of any directorCompany Benefit Plan made available to the Buyer or (y) affected Company Employees but not officers, officer directors or employee except as required by lawManagement Committee members of the Company or any of its Subsidiaries and, in the case of clause (y), were in normal amounts and were made in the ordinary course of business; (xiivi) materially change any method of accounting or accounting practice used by the Company or any Company SubsidiaryCompany, except for any other than such change changes required by U.S. GAAP; (xiiivii) pay, discharge amend the LLC Agreement or satisfy organizational documents of any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than of the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01Company’s Subsidiaries; (xivviii) settle (A) make, change or compromise any material Audit, make or change rescind any material Tax election or file (B) settle, resolve, concede or otherwise compromise any material amended Tax returnProceeding; (xvix) take any action that would give rise to a claim under materially interfere with the WARN Act consummation of the transactions contemplated by this Agreement or any similar state law or regulation because materially delay the consummation of a "plant closing" or "mass layoff" (each as defined in the WARN Act)such transactions; (xvix) enter intomake or incur any capital expenditures which, amendin the aggregate, modify or supplement any Material Contracts are in any material respectexcess of $100,000, except for those capital expenditures currently subject to the commitments described on Schedule 6.1(b)(x) of the Company Disclosure Schedule; (xviixi) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangementtake, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required cause to be disclosed pursuant to Section 3.20; (xix) materially alter (through mergertaken, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingactions set forth in this Section 6.1(b).

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree The Company agrees that, between upon the date occurrence and during the continuance of this Agreement a Default hereunder, it will, at any time and from time to time, upon the time written request of the ClosingTrustee, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable its best efforts to preserve substantially intact their business organization, take or to keep available cause the services issuer of the current employees Pledged Shares, any other securities distributed in respect of Rodeothe Pledged Shares, any shares of Revlon, Inc. Common Stock that constitute Additional Collateral and any other securities distributed in respect thereof (collectively with the Pledged Shares, the "Pledged Securities") to preserve take such action and prepare, distribute or file such documents, as are required or advisable in the current relationships reasonable opinion of counsel for the Trustee to permit the public sale of such Pledged Securities. The Company further agrees to indemnify, defend and hold harmless the Company Subsidiaries with customersTrustee, contractholders each Holder, any underwriter and other Persons with whom their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Trustee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Company or the issuer of such Pledged Securities by the Trustee or any Holder expressly for use therein. The Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding further agrees, upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall written request referred to above, to use their reasonable its best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks qualify, file or register, or cause the issuer of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationPledged Securities to qualify, except as contemplated by this Agreement, file or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to doregister, any of the following, without Pledged Securities under the prior written consent Blue Sky or other securities laws of Buyer, which consent shall not such states as may be unreasonably withheld or delayed: (i) amend, propose to amendrequested by the Trustee and keep effective, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated cause to be conducted kept effective, all such qualifications, filings or registrations. The Company will bear all costs and expenses of carrying out its obligations under this Section 10.13. The Company acknowledges that there is no adequate remedy at law for failure by the Company or (iii) ancillary it to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance comply with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit10.13 and that such failure would not be adequately compensable in damages, make or change any material Tax election or file any material amended Tax return; (xv) take any action and therefore agree that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided their agreements contained in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would Section 10.13 may be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingspecially enforced.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the term of your employment and Rodeothereafter, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer you shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of reasonably cooperate with the Company and in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (b) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. (c) This offer expires at 12:00 p.m. Pacific Time on June 8, 2024, if not accepted by then. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any phantom interesttime prior to the Commencement Date. (d) Your employment by the Company will be subject to successful completion of a pre-employment background check, general partnership interest reference checks and documentation of eligibility to work in the United States, to be completed no later than three business days following the Commencement Date. (e) This letter agreement, including the Confidential Disclosure Agreement and your stock option agreement, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or limited partnership interestunderstandings (whether written, oral or implied) between you and the Company relating to the subject matter herein. (f) The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends relationship between you and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the termination of such employment or other relationship (the “Disputes”) will be governed by the laws of the state or district in which you last primarily worked for the Company Subsidiaries taken as without regard to any conflict of laws principles that would require the application of the laws of a whole;different jurisdiction. You expressly consent to the personal jurisdiction and venue of the state and federal courts located in the state or district in which you last primarily worked for the Company and the state or district in which the Company’s headquarters is located for any lawsuit filed there against you by the Company in connection with any Dispute or any claim related to any Dispute. (viiig) except as required by To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any Material Contract or in the ordinary course of businessand all disputes, sell, transfer or otherwise dispose ofclaims, or agree causes of action, in law or equity, including but not limited to sellstatutory claims, transfer arising from or otherwise dispose ofrelating to the enforcement, any breach, performance, or interpretation of its assets this letter agreement, your employment with the Company, or propertiesthe termination of your employment, other than transactions not exceeding $25,000,000 individually or $50,000,000 in shall be resolved, to the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the terms of relief being sought (available upon request and also currently available at the Credit Agreements; (x) enter, to a material extent, any line of business that is not ​ ​ following web address: (i) currently conducted, xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and (ii) currently contemplated xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: xxxxx://xxx.xxx.xxx/sites/default/files/EmploymentRules-Web.pdf), at a location closest to where you last worked for the Company or (iii) ancillary another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the Company's current businessfullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or commence business operations in unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any country outside other claims will remain subject to mandatory arbitration. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the United States or Canada; (xi) increase exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the compensation payable or to become payable to the Company'sexception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., any Company Subsidiary'sall claims, disputes, or Seller's officers causes of action under this Section, whether by you or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any Company Subsidiarypurported class, representative, or establishcollective proceeding, adoptnor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, enter into both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or amend arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective bargainingclaims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other plan, agreement, trust, fund, policy claims or arrangement requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the benefit arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all arbitration administrative fees, or such fees shall be paid in such other manner to the extent required by, and in accordance with, applicable law or rules to effectuate your and the Company’s agreement to arbitrate. To the extent the arbitration service does not collect or you otherwise do not pay an equal share of all arbitration administrative fees, and the Company pays your share, you acknowledge and agree that the Company shall be entitled to recover from you in a federal or state court of competent jurisdiction half of the arbitration fees invoiced to the parties (less any amounts you paid to the arbitration service). Each party is responsible for its own attorneys’ fees, ​ ​ except as may be expressly set forth in your Confidential Disclosure Agreement or as otherwise provided under applicable law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any director, officer such arbitration. Any awards or employee except orders in such arbitrations may be entered and enforced as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, judgments in the ordinary course federal and state courts of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingcompetent jurisdiction.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.The Borrower further agrees that: (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement The Agent (or its counsel) and the time Banks (or their special counsel) shall have the right to engage jointly on behalf of the ClosingBanks a financial advisor, except selected by the Agent and acceptable to the Required Banks, to review, evaluate and advise the Agent and the Banks as set forth in Section 5.01 of to the Disclosure Letter or as contemplated reports, analyses and cash flow forecasts and other materials prepared by any other provision of this Agreementthe Company’s financial consultants relating to the financial condition, unless the Buyer shall otherwise consent in writingoperating performance, which consent shall not be unreasonably withheld or delayed: (i) the businesses and business prospects of the Company and its Subsidiaries and to perform such other information gathering or evaluation acts as may be reasonably requested by the Company Subsidiaries shall be conducted only inAgent or the Required Banks, and the Company reasonable costs and the Company Subsidiaries expenses of such financial advisor shall not take any action except in, the ordinary course of business; (ii) be borne by the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services constitute part of the current employees of RodeoCompany’s obligations outstanding under the Credit Agreement. The Company shall take reasonable steps to make available to such financial advisor and its representatives such information respecting the financial condition, Inc. operating performance, and to preserve the current relationships business prospects of the Company and its Subsidiaries as may be reasonably requested and shall make the Company Subsidiaries Company’s financial consultants, officers, employees, and independent public accountants available with customers, contractholders reasonable prior notice to discuss such information with such financial advisor and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceits representatives. (b) By way The Company shall provide to the Agent and the Banks a 13-week cash flow forecast (the “Forecast”) showing projected cash receipts and cash disbursements of amplification the Company and not limitationits Subsidiaries over the following 13-week period, except together with a reconciliation of actual cash receipts and cash disbursements of the Company and its Subsidiaries from the prior week against the cash flow forecast previously furnished to the Agent and the Banks and showing any deviations on a cumulative basis), prepared by the Company and in form and substance, and with such detail, as contemplated the Agent may request. Each Forecast shall be provided to the Agent and the Banks no later than 5:00 p.m., Central time, on Wednesday of each week (beginning October 29, 2008). (c) The Company shall engage a chief restructuring officer reasonably acceptable to the Required Banks no later than the 10th Business Day after the date the Agent provides the Company with a list of potential candidates that would be acceptable to the Required Banks, but the Company shall have no obligation to engage any of the potential candidates named on such list and may engage any other person or firm that is reasonably acceptable to the Required Banks. The scope of the chief restructuring officer’s engagement and the authority granted to such chief restructuring officer must be reasonably satisfactory to the Required Banks. (d) No later than October 31, 2008, the Company shall deliver to the Banks a budget for the 90-day period ending January 31, 2009, in form and substance satisfactory to the Agent and its financial advisor. (e) No later than the 5th Business Day after the date the CoBank Intercreditor Agreement (as defined below) is executed and delivered by this the parties thereto, the Company shall grant to the Agent for the benefit of the Banks valid, enforceable liens and security interests on all of the collateral securing the CoBank Credit Agreement (the “CoBank Collateral”), including without limitation mortgages or deeds of trust on all real property, buildings and improvements on which CoBank presently has or hereafter obtains a mortgage or deed of trust (other than IRB Collateral (as defined below)), subject to the liens and security interests granted to CoBank in such property or permitted under the CoBank Credit Agreement and the Loan Documents (as defined in the CoBank Credit Agreement). In the case of any CoBank Collateral that is subject or requires a consent or an approval by any person in respect of any industrial revenue bonds, notes, debentures or similar instruments issued by a governmental entity (the “IRB Collateral”), the Company shall use its reasonable best efforts to, as soon as reasonably practical, grant to the Agent for the benefit of the Banks valid, enforceable liens and security interests on all of such IRB Collateral securing the CoBank Credit Agreement, including without limitation mortgages or deeds of trust on all real property, buildings and improvements on which CoBank presently has or hereafter obtains a mortgage or deed of trust on such IRB Collateral, subject to the liens and security interests granted to CoBank in such property or permitted under the CoBank Credit Agreement and the Loan Documents (as reflected defined in the CoBank Credit Agreement). The Company SEC Reports filed prior shall pay all taxes, costs, and expenses incurred by the Agent in obtaining and perfecting such security interests and shall supply to the date hereof or Section 5.01 Agent at the Company’s cost and expense such board resolutions and other instruments, documents, certificates, and opinions reasonably required by the Agent in connection therewith. (f) During the Waiver Period the Company shall obtain loans under the Credit Agreement and the Amended and Restated Credit Agreement dated as of September 21, 2006, among the Company, CoBank, ACB, as Administrative, Documentation and Collateral Agent for the benefit of the Disclosure Letterpresent and future Syndication Parties and as a Syndication Party, Parent Lead Arranger and RodeoBook Manager thereunder (“CoBank”), Inc. covenant Farm Credit Services of America, FLCA, as Co-Arranger and agree that neither as a Syndication Party, and the other Syndication Parties party thereto, as amended, supplemented, restated and otherwise modified from time to time (as so amended, supplemented, restated and otherwise modified from time to time, the “CoBank Credit Agreement”), and shall repay loans under the Credit Agreement and the CoBank Credit Agreement, only on a pro rata basis, determined on the basis of the undrawn amount of the commitments under each of the two credit agreements at the close of business in Chicago, Illinois, on September 24, 2008, as stated in Section 8(f) hereof, until the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement are $75,000,000. Thereafter (i) the Banks shall have no obligation to extend further credit to the Company nor under the Credit Agreement until such time as the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement exceed $75,000,000 in which case the Company may obtain and repay loans under the Credit Agreement and the CoBank Credit Agreement only on a pro rata basis as described above until the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement are $75,000,000, and (ii) at any time that until the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement are $75,000,000 or less, the Company Subsidiary shallmay obtain loans under the CoBank Credit Agreement (such loans are referred to as “Additional Loans”) and may repay Additional Loans without a concurrent repayment of loans under the Credit Agreement until such time as the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement exceed $75,000,000 in which case the Company may obtain and repay loans under the Credit Agreement and the CoBank Credit Agreement only on a pro rata basis as described above until the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement are $75,000,000. (g) The Required Banks hereby consent to the granting by the Company to CoBank, as agent under the CoBank Credit Agreement, of a security interest in all Collateral granted to the Agent pursuant to the Third Amended and Restated Security Agreement Re: Inventory and Farm Products dated as of October 13, 2008, provided that such security interest shall be subject and subordinate to the Agent’s security interests therein pursuant to an intercreditor agreement that provides, among other things, that all of the subordinated liens and security interests granted by the Company to the parties thereto may not be enforced without the approval of the holder of the senior liens and security interests in the same property and that shall otherwise be acceptable in form and substance to the Agent, between the date of this Agent and CoBank, as agent under the CoBank Credit Agreement and (the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed:“CoBank Intercreditor Agreement”). (ih) amend, propose to amend, or otherwise change The Company agrees that the amounts on deposit in all of its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests operating accounts (including without limitation general and limited partnership interestsits accounts at Mxxxxxx Lxxxx) of will not exceed at any time the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions amount needed by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company its Subsidiaries taken as a whole; (viii) except as required by any Material Contract or for their operating expenses and liquidity needs in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii);. (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by The Company shall promptly provide any financial information concerning the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or and its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners businesses that the Agent or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingRequired Banks may reasonably request.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1. STOCKHOLDERS’ MEETING; PREPARATION OF DISCLOSURE DOCUMENTS. (a) Parent and RodeoExcept as otherwise provided in Section 5.4, Inc. covenant and agree thatthe Company shall, between as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of adopting this Agreement and approving the time Merger by obtaining (i) the Required Company Vote, and (ii) the adoption of this Agreement and approval of the ClosingMerger by the affirmative vote of the holders of at least a majority of outstanding shares of Company Common Stock not owned by Acquirer, except Deutsch or their respective Affiliates or Associates (the “Additional Vote”). Except as set forth otherwise provided in Section 5.01 5.4, the Company Board, based upon the recommendation of the Disclosure Letter or as contemplated by any other provision Special Committee, shall declare the advisability of, and recommend to its stockholders the approval of the Merger and adoption of this Agreement, unless shall include such recommendation in the Buyer Proxy Statement and shall otherwise consent take all lawful action to solicit such approval and adoption. Subject to Section 5.4, the Company shall use all reasonable efforts to solicit from its stockholders proxies in writingfavor of the approval of the Merger and adoption of this Agreement and shall take all other action necessary or, in the reasonable opinion of Acquirer, advisable to secure the Required Company Vote and the Additional Vote. (b) As soon as practicable following the date of this Agreement, the Company and Acquirer shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in connection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as may be required to be set forth therein under the Exchange Act or the rules and regulations promulgated thereunder. Each of the Company and Acquirer shall use its reasonable good faith efforts (i) to respond to the comments of the SEC concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable, and (ii) to cause the definitive Proxy Statement to be mailed to the Company’s stockholders not later than five (5) Business Days after clearance from the SEC. The Company shall pay the filing fees for the Proxy Statement and the Schedule 13E-3. Acquirer shall be given a reasonable opportunity to review and comment upon all filings with the SEC and all mailings to the Company’s stockholders in connection with the Merger prior to the filing or mailing thereof. The Company and Acquirer each agree to correct any information provided by such party for use in the Proxy Statement or the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of FBR referred to in Section 3.1(f) to be included as an exhibit to the Proxy Statement and the Schedule 13E-3. (c) Each party shall notify the other party promptly of (i) the receipt of any notices, comments or other communications from the SEC or any other Governmental Entity, and (ii) any requests by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3. The Company and Acquirer agree that all telephonic calls and meetings with the SEC regarding the Proxy Statement, the Schedule 13E-3 and the Merger shall include Representatives each of the Company and Acquirer. (d) If, at any time prior to the Stockholders’ Meeting, any event should occur relating to the Company or its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Acquirer. If, at any time prior to the Stockholders’ Meeting, any event should occur relating to Acquirer or relating to the plans of Acquirer for the Surviving Company after the Effective Time, which consent should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Acquirer will promptly inform the Company. In any such case, the Company or Acquirer, as the case may be, with the cooperation of the other party, shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company’s stockholders; provided that, prior to such filing or mailing, the parties shall approve (which approval, with respect to either party, shall not be unreasonably withheld or delayed: (i) the businesses of the Company form and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks content of such types and in such amounts as are consistent with past practiceamendment or supplement. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 4.1 Conduct of Business Prior to of the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between CFSI Entities. Between the date of this Agreement hereof and the time of the ClosingClosing Date, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries CFSI Entities shall be conducted only inin the usual, regular and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply consistent in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company prudent banking practices and the Company Subsidiaries CFSI Entities shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationpreserve intact, except as contemplated by otherwise provided in this Agreement, or as reflected in their reputation and business relationships with suppliers, customers, employees and others having business relationships with the Company SEC Reports filed prior to CFSI Entities. Without limiting the date hereof or Section 5.01 of the Disclosure Letterforegoing, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of BuyerCIBM, which consent shall will not be unreasonably withheld or delayedwithheld: (ia) amendExcept as to the exercise of any existing options to acquire CFSI Common Stock pursuant to their terms, propose no change shall be made in the Articles of Incorporation or Bylaws of the CFSI Entities or in the number of issued and outstanding shares of CFSI Common Stock, stock options (nor change any terms or provisions with respect to amendany existing stock options), or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) warrants of the Company CFSI Entities, except as necessary to meet minimum regulatory requirements or as required by a Regulatory Authority (provided that CFSI shall not sell any Company Subsidiary of any class, or any options, warrants, convertible equity securities or other rights of any kind for less than 1.68 times its per share book value calculated pursuant to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) GAAP as of the Company month-end preceding the offering or any Company Subsidiary, other than as permitted under clause (ix) sale of Section 5.01(bsuch equity securities); (iiib) declareno bonuses shall be awarded or paid to any officer or employee of the CFSI Entities and the compensation of officers and employees of the CFSI Entities shall not be increased, set asideexcept that CFSI and the Bank may provide for normal annual bonuses and increases in salary consistent with past practices; (c) no loans, make loan commitments, renewals or pay restructurings of loans, or letters of credit for $50,000 or more (including aggregation of loans to any dividend one customer or other distribution payable in cashrelated entities), stock, property or otherwise, with respect to shall be made by any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, CFSI Entities except for (A) dividends loans, renewals or restructurings currently committed to be made pursuant to written commitment letters, and other distributions by direct loans, renewals or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms restructurings, regardless of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiaryamount, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are made in the ordinary course of business and not consistent in all material respects with prudent banking practices and policies and applicable rules and regulations with respect to amount, terms, security and quality of the Company and borrower's or borrowers' credit; provided, however, that none of the Company Subsidiaries taken as a wholeCFSI Entities shall make any new loans or loan commitments after the Valuation Date; (viiid) no dividends or other distributions shall be declared or paid by any of the CFSI Entities, nor shall the CFSI Entities adjust, split, combine or reclassify any capital stock; nor directly or indirectly redeem, purchase or otherwise acquire any of its shares of capital stock or grant any appreciation rights, if any, or grant any individual or corporation or other entity any right to acquire any shares of its capital stock, or issue any additional shares of capital stock, preferred stock, debt or other equity securities except as provided in Section 4.1(a);. (e) the CFSI Entities shall use their best efforts to maintain their present insurance and bond coverage in respect of its properties, assets and business; (f) none of the CFSI Entities shall make any investment either by purchase of stock or securities (other than investment securities allowed pursuant to Section 4.1(h) of this Agreement), make contributions to capital, transfer property , or purchase any property or assets from any other individual, corporation or other entity in excess of $10,000; (g) except as required by any Material Contract or for transactions in the ordinary course of businessbusiness consistent with past practice, sellnone of the CFSI Entities shall enter into, transfer terminate or otherwise dispose ofextend any material contract, agreement or commitment, or agree to sell, transfer or otherwise dispose of, make any change in any of its assets material leases or propertiescontracts, other than transactions renewals of contracts and leases, and then only if such changes do not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by materially alter the terms of the Credit Agreementsagreement; (xh) enternone of the CFSI Entities shall purchase nor designate any existing or additional securities as "Held to Maturity", to purchase any security with a material extentmaturity in excess of one year, any line of business that nor restructure or materially change its investment securities portfolio through purchases, sales or otherwise, or the manner in which the portfolio is not classified or reported unless otherwise required by GAAP; (i) currently conductednone of the CFSI Entities shall make any significant changes, (ii) currently contemplated to be outside the ordinary course of their respective businesses, in the general nature of the businesses conducted by the Company or (iii) ancillary CFSI Entities, including but not limited to the Company's current businessinvestment or use of its assets, the liabilities it incurs, or commence business operations in any country outside the United States or Canadafacilities it operates; (xij) increase no employment, consulting or other similar agreements shall be entered into by any of the compensation payable or CFSI Entities except with regard to become payable obtaining a fairness opinion in connection with the transaction contemplated by this Agreement; (k) except as otherwise provided herein, the CFSI Entities shall terminate and fully fund all CFSI Benefit Plans prior to the Company'sClosing; (l) none of the CFSI Entities shall incur any expense outside the ordinary course of its business, nor make or incur any Company Subsidiary'sexpenditure for fixed assets, in excess of $10,000 for any single item or $20,000 in the aggregate, or Seller's officers enter into any leases of fixed assets having an aggregate annual rental in excess of $10,000; (m) none of the CFSI Entities shall sell, transfer, mortgage, encumber or employeesotherwise dispose of any of its properties or assets to any individual, corporation, or other entity, or cancel, release or assign any indebtedness to any such person or any claims held by such person, nor incur any liabilities or obligations, make any commitments or disbursements or acquire any property or asset, make any contract or agreement, or engage in any transaction, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by lawconsistent in all material respects with prudent banking practices; (xiin) change none of the CFSI Entities shall engage or agree to engage in any method "covered transaction" within the meaning of accounting Sections 23A or accounting practice by 23B of the Company or Federal Reserve Act (without regard to applicability of any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, exemptions contained in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this said Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act23A); (xvio) enter intono changes of a material nature shall be made in the CFSI Entities' accounting procedures, amendmethods, modify policies or supplement any Material Contracts practices or the manner in any material respectwhich they conduct their respective businesses and maintain their records; (xviip) enter into any contractthe Bank shall not accept, agreement renew or other arrangement that involves annual payments purchase public funds equal to or from greater than $200,000, excepting the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregateBank's treasury, other than in the ordinary course of business or in connection tax and loan account with the transactions described in clause (vi) above;Federal Reserve Bank, nor accept, renew or purchase brokered deposits. (xviiiq) except as provided in this Agreement, enter into, amend, terminate none of the CFSI Entities shall do or waive any provision fail to do anything that will cause a breach of, any agreement or arrangementdefault under, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment commitment, obligation, appointment, plan, trust or other arrangement to do which any of the foregoingCFSI Entities is otherwise bound or under where any of the CFSI Entities has agreed to act as a fiduciary or otherwise exercise fiduciary powers; (r) The CFSI Entities shall conduct their businesses in a manner that will not adversely affect the parties ability to obtain all necessary regulatory approvals for the transactions contemplated hereby and CFSI's ability to perform its obligation under this Agreement. 4.2 Conduct of Business of CIBM. Between the date hereof and the Closing Date, the business of CIBM shall be conducted (and CIBM shall cause the business of its subsidiaries to be conducted) in the usual and ordinary course consistent in all material respects with prudent banking practices and in a manner that will not materially adversely affect the parties ability to obtain all necessary regulatory approvals for the transactions contemplated hereby or CIBM's ability to perform its obligations under this Agreement.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 REGISTRATION ON FORM S-4; PRIVATE PLACEMENT EXEMPTION; COMPANY STOCKHOLDER APPROVAL. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable after the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision execution of this Agreement, unless Parent and Company shall mutually determine whether Parent will issue the Buyer shall otherwise consent in writing, which consent shall not shares of Parent Common Stock to be unreasonably withheld or delayed: issued pursuant to the Merger by (i) registering the businesses offer and sale of the Company and the Company Subsidiaries shares pursuant to a Registration Statement on Form S-4 (or such other or successor form as shall be conducted only inappropriate) (the "REGISTRATION STATEMENT"), and which shall include the Company and Company's proxy statement (the Company Subsidiaries shall not take any action except in"PROXY STATEMENT") as a prospectus which complies in form with applicable SEC requirements, the ordinary course of business; or (ii) relying on an exemption from registration (the "PRIVATE PLACEMENT EXEMPTION") pursuant to Section 4(2), including Rule 506 under the Securities Act. Such determination shall be based on whether the Merger must be approved by the stockholders of Parent pursuant to Delaware Law or the rules and regulations of The Nasdaq Stock Market. Parent will rely on the Registration Statement process if it is determined that Parent's stockholders must approve the Merger, and Parent will rely on the Private Placement Exemption if it is determined otherwise. Upon determining whether to file a Registration Statement or pursue a Private Placement Exemption, Parent shall notify the Company and of its determination and, as promptly as practicable, prepare the Company Subsidiaries shall use reasonable best efforts necessary documentation to preserve substantially intact their business organization, to keep available satisfy the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks relevant securities law requirements of such types and in such amounts as are consistent with past practicedetermination. (b) By way In the event the Parent relies on the Registration Statement process, Parent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Such Proxy Statement shall include the recommendation of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Board of Directors of the Company SEC Reports filed prior to the date hereof or Section 5.01 in favor of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, Merger which consent shall not be unreasonably withheld withdrawn, modified or delayed: (i) amend, propose withheld. The Company shall furnish to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for Parent all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to information concerning the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course holders of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms capital stock of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to Company as may be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or reasonably requested in connection with any action contemplated by this Section 5.1(a). (c) In the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, event that Parent relies on the one handPrivate Placement Exemption, and any Parent shall use its reasonable best efforts to file, within 20 days following the Closing, a registration statement with the SEC covering the resale of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior such shares of Parent Common Stock. Any such registration shall be subject to the date hereof would terms and conditions set forth in the Declaration of Registration Rights attached here to as EXHIBIT F. The certificates for shares of Parent Common Stock to be issued in the Merger pursuant to such private placement exemption, if applicable, shall bear appropriate legends to identify such privately placed shares as being restricted under the Securities Act, to comply with applicable state securities laws. It is acknowledged and understood that in order for Parent to rely upon a private placement exemption from registration under the Securities Act, Parent will be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership rely upon certain representations made by each holder of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contractCapital Stock, agreementincluding, commitment or arrangement to do any of the foregoingbut not limited to, representations regarding investment intent.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter Prior to any applicable nomination or as contemplated by any other provision of appointment under this Agreement, unless any prospective Lateral Director shall submit to the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses Company an accurately completed copy of the Company Company’s standard director and officer questionnaire and an executed authorization form to conduct a background check, as requested by the Company Subsidiaries shall be conducted only in, and in connection with the Company and the Company Subsidiaries shall not take any action except in, the ordinary course appointment or election of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services new members of the current employees Board of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceDirectors. (b) By way Lateral agrees that the Board of amplification and not limitationDirectors or any committee thereof, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior exercise of its fiduciary duties, may cause (A) any director who is nominated by Lateral or any Board or committee observer appointed by Lateral to recuse himself or herself from any Board or committee meeting or portion thereof at which the date hereof Board of Directors or Section 5.01 any such committee is evaluating and/or taking action with respect to (i) the exercise of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent Company’s rights or enforcement of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership obligations under this Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated any action taken in response to be conducted actions taken or proposed by Lateral or its respective Affiliates or Associates with respect to the Company Company, or (iii) ancillary any proposed transaction between the Company and Lateral or its Affiliates or Associates or (B) any Board or committee observer appointed by Lateral to recuse himself or herself from any Board or committee meeting to the Company's current businessextent that a majority of the members of the Board of Directors believe in good faith after consultation with counsel that such exclusion is necessary in order to preserve any attorney-client privilege, attorney-work product privilege or commence business operations in any country outside the United States other similar legal privilege or Canada;such attendance is otherwise prohibited by applicable law. (xic) increase So long as Lateral has any director nominee on the compensation payable Board of Directors or to become payable to Board observer participating in meetings of the Company'sBoard of Directors or any committee thereof, Lateral and any Company Subsidiary'ssuch director or observer shall be bound by, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement and shall observe and comply with, any directorcorporate governance guidelines, officercodes of conduct or ethics, employee or former employee ixxxxxx xxxxxxx policy, public disclosure policy, related person policy and other governance policies the Board of Directors shall from time to time adopt and as shall be applicable to other directors of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law;. (xiid) change Lateral agrees that prior to December 31, 2019, it shall not transfer any method of accounting or accounting practice by the Company or its Common Shares to any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), person other than the payment, discharge its affiliates or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim another lender under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Credit Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the term of your employment and Rodeothereafter, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer you shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of reasonably cooperate with the Company and in any internal investigation or administrative, regulatory or judicial proceeding as reasonably ​ requested by the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (b) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. (c) This offer expires at 11:59 p.m. Pacific Time on December 15, 2023, if not accepted by then. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any phantom interesttime prior to the Effective Date. (d) This letter agreement, general partnership interest including the Confidential Disclosure Agreement and your stock option agreements, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or limited partnership interestunderstandings (whether written, oral or implied) between you and the Company relating to the subject matter herein, including without limitation that certain employment terms letter agreement dated May 9, 2023 by and between you and MorphImmune, Inc. (the “Prior Agreement”). You agree and acknowledge that there are no circumstances as of the date of this letter agreement that constitute, and nothing contemplated in this letter agreement shall be deemed for any purpose to be or to create, an involuntary termination without Cause or a Good Reason resignation right, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. You further hereby expressly waive any claim or right you may have as of the date of this letter agreement (if any) to assert that this letter agreement, or any other condition or occurrence, forms the basis for a without Cause termination or Good Reason resignation for any purpose, including for purposes of the Prior Agreement, or any other severance or change in control plan, agreement or policy maintained by the Company. (e) In consideration for the benefits provided in this letter agreement, and notwithstanding any agreement between you and the Company or any Company Subsidiaryof its subsidiaries, other than including, but not limited to, stock option agreements, stock option grant notices, employment agreements, severance agreements and the like (each such agreement, an “Existing Agreement”), to the contrary, you hereby acknowledge and agree that “Change in Control” or any term of similar import contained in any Existing Agreements, shall mean “Change in Control” as permitted under clause (ix) defined in this letter agreement. This section shall survive the termination of Section 5.01(b);this letter agreement and shall constitute an amendment to each Existing Agreement. (iiif) declare, set aside, make or pay The terms of this letter agreement and the resolution of any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant disputes as to the terms meaning, effect, performance or validity of the Company Partnership Agreement; (iv) other than this letter agreement or arising out of, related to, or in the case of any direct or indirect wholly-owned Company Subsidiaryway connected with, combinethis letter agreement, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of your employment with the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business relationship between you and not material to the Company and the termination of such employment or other relationship (the “Disputes”) will be governed by the laws of the state or district in which you last primarily worked for the Company Subsidiaries taken as without regard to any conflict of laws principles that would require the application of the laws of a whole;different jurisdiction. You expressly consent to the personal jurisdiction and venue of the state and federal courts located in the state or district in which you last primarily worked for the Company and the state or district in which the Company’s headquarters is located for any lawsuit filed there against you by the Company in connection with any Dispute or any claim related to any Dispute. (viiig) except as required by To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any Material Contract or in the ordinary course of businessand all disputes, sell, transfer or otherwise dispose ofclaims, or agree causes of action, in law or equity, including but not limited to sellstatutory claims, transfer arising from or otherwise dispose ofrelating to the enforcement, any breach, performance, or interpretation of its assets this letter agreement, your employment with the Company, or propertiesthe termination of your employment, other than transactions not exceeding $25,000,000 individually or $50,000,000 in shall be resolved, to the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the terms of relief being sought (available upon request and also currently available at the Credit Agreements; (x) enter, to a material extent, any line of business that is not following web address: (i) currently conducted, xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and (ii) currently contemplated xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: xxxxx://xxx.xxx.xxx/sites/default/files/EmploymentRules-Web.pdf), at a location closest to where you last worked for the Company or (iii) ancillary another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the Company's current businessfullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or commence business operations in unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any country outside other claims will remain subject to mandatory arbitration. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the United States or Canada; (xi) increase exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the compensation payable or to become payable to the Company'sexception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., any Company Subsidiary'sall claims, disputes, or Seller's officers causes of action under this Section, whether by you or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any Company Subsidiarypurported class, representative, or establishcollective proceeding, adoptnor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, enter into both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or amend arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective bargainingclaims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other plan, agreement, trust, fund, policy claims or arrangement requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the benefit arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all arbitration administrative fees, or such ​ fees shall be paid in such other manner to the extent required by, and in accordance with, applicable law or rules to effectuate your and the Company’s agreement to arbitrate. To the extent the arbitration service does not collect or you otherwise do not pay an equal share of all arbitration administrative fees, and the Company pays your share, you acknowledge and agree that the Company shall be entitled to recover from you in a federal or state court of competent jurisdiction half of the arbitration fees invoiced to the parties (less any amounts you paid to the arbitration service). Each party is responsible for its own attorneys’ fees, except as may be expressly set forth in your Confidential Disclosure Agreement or as otherwise provided under applicable law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any director, officer such arbitration. Any awards or employee except orders in such arbitrations may be entered and enforced as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, judgments in the ordinary course federal and state courts of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingcompetent jurisdiction.

Additional Agreements. SECTION 5.01 Conduct 4.1 Each Company Stockholder agrees not to commence, join in, knowingly facilitate, assist or knowingly encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against GPAC, the Company or the other parties to the Business Prior Combination Agreement or any of their respective successors or directors or officers (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into this Agreement, the Business Combination Agreement or the Ancillary Agreements. 4.2 Each Company Stockholder agrees that, at or prior to the Closing, it will execute and deliver (or cause to be delivered) a counterpart to each of the Shareholder Agreement and the Lock-up Agreement (each in the form and substance thereof to be agreed by GPAC and the Company prior to Closing, which lock-up shall be no less burdensome than the lock-up set forth in the Sponsor Side Letter). (a) Parent and Rodeo, Inc. covenant and 4.3 Certain Company Stockholders agree that, between the date of this Agreement and the time of at or prior to the Closing, except they will execute and deliver (or cause to be delivered), as set forth required by the Business Combination Agreement a counterpart to the Registration Rights Agreement (in Section 5.01 of the Disclosure Letter or as contemplated form and substance thereof to be agreed by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company GPAC and the Company Subsidiaries shall be conducted only in, and prior to Closing). 4.4 Each Company Stockholder agrees to accept the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services delivery of the current employees of Rodeo, Inc. and Per Share Consideration to preserve such Company Stockholder at the current relationships of the Company and the Company Subsidiaries Closing in accordance with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Business Combination Agreement, and agrees that once such Per Share Consideration is delivered to such Company Partnership Agreement; (iv) Stockholder, no other than consideration may be claimed by such Company Stockholder in respect of such Company Stockholder’s equity in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options immediately prior to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) Closing except as provided in this the Business Combination Agreement and any Ancillary Agreement. 4.5 Until the Expiration Time, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between each Company Stockholder agrees to comply with the obligations applicable to the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger7.01, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership Section 7.02 and Section 7.05 of the Business Combination Agreement as if such Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingStockholder were a party thereto.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent You will be subject to and Rodeorequired to fully comply with the Company’s policies and procedures, Inc. covenant and agree that, between the date of this Agreement and the as these may be changed from time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only into time, and the Company this letter agreement is subject to those policies and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceprocedures. (b) By way During the term of amplification your employment and not limitationthereafter, except as contemplated by this Agreement, or as reflected in you shall reasonably cooperate with the Company SEC Reports filed prior to the date hereof in any internal investigation or Section 5.01 of the Disclosure Letteradministrative, Parent and Rodeo, Inc. covenant and agree that neither regulatory or judicial proceeding as reasonably requested by the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (c) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. (d) This offer expires at 12:00 p.m. (Philadelphia time) on March 18, 2021, if not accepted by then. (e) Your employment by the Company will be subject to successful completion of a pre-employment background check, reference checks and documentation of eligibility to work in the United States, to be completed no later than three business days following the Commencement Date. (f) This letter agreement, including the Confidential Disclosure Agreement and your stock option agreement, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any phantom interestprior agreements, general partnership interest representations or limited partnership interestunderstandings (whether written, oral or implied) between you and the Company relating to the subject matter herein. (g) The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company relationship between you and the Company Subsidiaries taken as a whole; (viiithe “Disputes”) except as required will be governed by any Material Contract the laws of the Commonwealth of Pennsylvania, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the ordinary course Commonwealth of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or Pennsylvania in connection with the transactions described in clause (vi) above;any Dispute or any claim related to any Dispute. (xviiih) except as provided in this AgreementNotwithstanding anything to the contrary set forth herein, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or may terminate this offer at any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into time prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingCommencement Date.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Blue Sky. Company shall cooperate with Parent and Rodeowith respect to any qualification for exemption from registration under federal securities laws, Inc. covenant and agree thator for qualification or exemption under state securities or "blue sky" laws, between pursued by Parent with respect to the date shares of Parent Common Stock to be issued pursuant to this Agreement and Agreement. Without limiting the time generality of the Closingforegoing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: promptly: (i) provide to Parent all pertinent information concerning the businesses of the Company Company, its capital stock and the Company Subsidiaries shall be conducted only in, Shareholders; and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company promptly review and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company comment on any documents or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicedrafts supplied by Parent. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior Access to the date hereof or Section 5.01 of the Information; Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed:Schedule Updates. (i) amendUpon reasonable notice, propose Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to amend, or otherwise change its Certificate of Limited Partnership the Effective Time or the earlier termination of this Agreement in accordance with its terms, provided that such access does not cause disruption to the day-to-day operation of Company, to (i) all of Company's properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of Company Partnership Agreement or similar organizational documents;as Parent may reasonably request. Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements promptly upon request. (ii) issueSubject to compliance with applicable law, sellfrom the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, transfer, pledge, dispose of, grant, encumber, amend Company and Parent shall confer on operational matters of materiality and the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance general status of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) ongoing operations of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b);Company. (iii) declareNo information or knowledge obtained in any investigation after the Execution Date pursuant to this Section 6.2 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger; provided, set asidehowever that Company shall promptly inform Parent of any such information or knowledge obtained in its investigation which would reasonably be likely to have a Company Material Adverse Effect. Additionally, during the period from the date hereof and prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, Company shall promptly notify Parent in writing of: (A) the discovery of any event, condition, fact or circumstance which causes, caused, constitutes or constituted a breach of any representation or warranty made by Company in this Agreement or any other agreement contemplated hereby to the extent that such event, condition, fact or circumstance would cause the condition in Section 7.3(a) of this Agreement not to be satisfied; (B) any material breach of any covenant or obligation by Company; and (C) any event, condition, fact or circumstance that may make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to the timely satisfaction of any of the Units, the Incentive Distribution Rights, the GP Interest covenants or any other ownership interests, except for (A) dividends and other distributions by direct conditions set forth in this Article VI or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement;Article VII impossible or unlikely. (iv) other than in the case of If any direct event, condition, fact or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business circumstances that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix6.2(c) materially alter (through mergerrequires any material change in Company's Disclosure Schedule, liquidationor if any such event, reorganizationcondition, restructuring, conversion fact or in any other fashion) the corporate structure or ownership circumstance would require such a change assuming Company's Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then Company shall promptly deliver to Parent an update to its Disclosure Schedule specifying such change (a "Disclosure Schedule Update"). Notwithstanding anything therein to the contrary, no such update shall be deemed to supplement or any Company Subsidiary other than as contemplated by this Agreement; or amend Company's Disclosure Schedule for the purpose of (xxA) enter into any contract, agreement, commitment or arrangement to do determining the accuracy of any of the foregoingrepresentations and warranties made by such party in this Agreement, or (B) determining whether any of the conditions set forth in Article VII has been satisfied. (v) Company shall provide Parent and its accountants, counsel and other representatives reasonable access, during normal business hours during the period prior to the Effective Time, to all of Company's Tax Returns and other records and workpapers relating to Taxes, provided that such access does not cause disruption to the day-to-day operation of Company, and shall provide to Parent and its representatives the following information promptly upon the request of Parent: (i) the types of Tax Returns being filed by Company in each taxing jurisdiction, (ii) the year of the commencement of the filing of each such type of Tax Return, (iii) all closed years with respect to each such type of Tax Return filed in each jurisdiction, (iv) all material Tax elections filed in each jurisdiction by Company, (v) any deferred intercompany gain with respect to transactions to which Company has been a party, and (vi) receipts for any Taxes paid to foreign Tax authorities.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent Section 7.01 Proxy Statement, Information Statement, Other Filings and Rodeo, Inc. covenant and agree that, between Form S-4As promptly as reasonably practicable following the date of this Agreement Agreement, the Company Parties shall prepare and, once reasonably acceptable to Parent and the time of Company Parties, file with the Closing, except as set forth in Section 5.01 of SEC the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses preliminary Proxy Statement and each of the Company Parties and the Company Subsidiaries Buyer Parties shall, or shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with cause their respective obligations under Affiliates to, prepare and, after consultation with each other, file with the SEC all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions Other Filings that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted filed by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or party in connection with the transactions described contemplated hereby. Each of the Company Parties and Buyer Parties shall furnish all information concerning itself and its affiliates that is required to be included in clause (vi) above; (xviii) except as provided the Proxy Statement and the Information Statement or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements and information statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company Parties and Buyer Parties shall use its commercially reasonable efforts, enter intoafter consultation with the other, amendto respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or the Other Filings, terminate and the Company shall use its commercially reasonable efforts to cause (i) the definitive Proxy Statement to be filed with, and cleared by, the SEC, (ii) the Information Statement to be filed with the SEC and (iii) the definitive Proxy Statement and the Information Statement to be mailed to the Company Shareholders and the Operating Trust Unitholders, respectively, as promptly as reasonably practicable following clearance from the SEC of the definitive Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or waive its staff or any provision of, any agreement request from the SEC or arrangement, its staff for amendments or enter into any transaction, supplements to the Proxy Statement or the Other Filings and shall promptly provide Parent with copies of all correspondence between the Company and/or any Company Subsidiaryand its Representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand, which if entered into relating to the Proxy Statement or the Other Filings. If at any time prior to the date hereof would Company Shareholders’ Meeting, any information relating to the Company Parties or the Buyer Parties or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, the Information Statement or the Other Filings, so that the Proxy Statement, the Information Statement or the Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed pursuant stated therein or necessary in order to Section 3.20; make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement, the Information Statement or filing the Other Filings (xixor any amendment or supplement thereto) materially alter (through mergeror responding to any comments of the SEC with respect thereto, liquidationthe Company shall provide Parent a reasonable opportunity to review and comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, reorganizationand to the extent practicable, restructuring, conversion or the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement. As promptly as reasonably practicable following the date of this Agreement, the Company Parties shall prepare and, once reasonably acceptable to Parent and the Company Parties, file with the SEC the Form S-4 in connection with the registration under the Securities Act of the Series O Preferred Units to be issued in connection with the Operating Trust Merger in accordance with Section 3.02(a), which Form S-4 shall include one or more prospectuses (such offers and proxy statements, together with any amendments or supplements thereto, the “S-4 Related Documents”). The Form S-4 shall also contain the information required for the Information Statement. The S-4 Related Documents shall set forth the procedures, reasonably acceptable to the Company and the Operating Trust, for holders of the Operating Trust Class A-1 Common Units to make an Election, including the deadline for making an Election and the procedures (if any) for revoking an Election. The Company Parties and the Buyer Parties shall cause the Form S-4 and S-4 Related Documents to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the S-4 or S-4 Related Documents and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other fashionhand, relating to the S-4 or S-4 Related Documents. If at any time prior to the completion of the Election, any information relating to the Company Parties or the Buyer Parties or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the S-4 or S-4 Related Documents, so that the S-4 or S-4 Related Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Operating Trust Unitholders. Notwithstanding anything to the contrary stated above, prior to filing the S-4 or S-4 Related Documents (or any amendment or supplement thereto) or responding to any comments of the corporate structure SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or ownership response and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the S-4. Each of the Company Parties shall use its commercially reasonable efforts, and the Buyer Parties shall cooperate with the Buyer Parties, to have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the S-4 Related Documents with the SEC) and kept effective as long as is necessary to complete the Operating Trust Merger and the Election. The Company Parties shall promptly notify Parent, if applicable, of (i) the time when the Form S-4 has become effective, (ii) the filing of any supplement or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.amendment thereto,

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 7.01 Proxy Statement, Information Statement, Other Filings and Form S-4. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as reasonably practicable following the date of this Agreement Agreement, the Company Parties shall prepare and, once reasonably acceptable to Parent and the time of Company Parties, file with the Closing, except as set forth in Section 5.01 of SEC the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses preliminary Proxy Statement and each of the Company Parties and the Company Subsidiaries Buyer Parties shall, or shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with cause their respective obligations under Affiliates to, prepare and, after consultation with each other, file with the SEC all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions Other Filings that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted filed by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or party in connection with the transactions described contemplated hereby. Each of the Company Parties and Buyer Parties shall furnish all information concerning itself and its affiliates that is required to be included in clause (vi) above; (xviii) except as provided the Proxy Statement and the Information Statement or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements and information statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company Parties and Buyer Parties shall use its commercially reasonable efforts, enter intoafter consultation with the other, amendto respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or the Other Filings, terminate and the Company shall use its commercially reasonable efforts to cause (i) the definitive Proxy Statement to be filed with, and cleared by, the SEC, (ii) the Information Statement to be filed with the SEC and (iii) the definitive Proxy Statement and the Information Statement to be mailed to the Company Shareholders and the Operating Trust Unitholders, respectively, as promptly as reasonably practicable following clearance from the SEC of the definitive Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or waive its staff or any provision of, any agreement request from the SEC or arrangement, its staff for amendments or enter into any transaction, supplements to the Proxy Statement or the Other Filings and shall promptly provide Parent with copies of all correspondence between the Company and/or any Company Subsidiaryand its Representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand, which if entered into relating to the Proxy Statement or the Other Filings. If at any time prior to the date hereof would Company Shareholders’ Meeting, any information relating to the Company Parties or the Buyer Parties or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, the Information Statement or the Other Filings, so that the Proxy Statement, the Information Statement or the Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed pursuant stated therein or necessary in order to Section 3.20;make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement, the Information Statement or filing the Other Filings (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement. (xixb) materially alter As promptly as reasonably practicable following the date of this Agreement, the Company Parties shall prepare and, once reasonably acceptable to Parent and the Company Parties, file with the SEC the Form S-4 in connection with the registration under the Securities Act of the Series O Preferred Units to be issued in connection with the Operating Trust Merger in accordance with Section 3.02(a), which Form S-4 shall include one or more prospectuses (through mergersuch offers and proxy statements, liquidationtogether with any amendments or supplements thereto, reorganizationthe “S-4 Related Documents”). The Form S-4 shall also contain the information required for the Information Statement. The S-4 Related Documents shall set forth the procedures, restructuringreasonably acceptable to the Company and the Operating Trust, conversion for holders of the Operating Trust Class A-1 Common Units to make an Election, including the deadline for making an Election and the procedures (if any) for revoking an Election. The Company Parties and the Buyer Parties shall cause the Form S-4 and S-4 Related Documents to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the S-4 or S-4 Related Documents and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the S-4 or S-4 Related Documents. If at any time prior to the completion of the Election, any information relating to the Company Parties or the Buyer Parties or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the S-4 or S-4 Related Documents, so that the S-4 or S-4 Related Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Operating Trust Unitholders. Notwithstanding anything to the contrary stated above, prior to filing the S-4 or S-4 Related Documents (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any other fashion) substantive calls between the corporate structure Company, or ownership any of its Representatives, and the SEC concerning the S-4. Each of the Company Parties shall use its commercially reasonable efforts, and the Buyer Parties shall cooperate with the Buyer Parties, to have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the S-4 Related Documents with the SEC) and kept effective as long as is necessary to complete the Operating Trust Merger and the Election. The Company Parties shall promptly notify Parent, if applicable, of (i) the time when the Form S-4 has become effective, (ii) the filing of any supplement or amendment thereto, (iii) the issuance of any Company Subsidiary other than as contemplated by this Agreement; or stop order, and (xxiv) enter into any contract, agreement, commitment or arrangement to do any the suspension of the foregoingqualification and registration of the Series O Preferred Unit. The Company Parties also shall use commercially reasonable efforts (including by provision of customary representations and certifications) to cause Hxxxx & Hxxxxxx LLP or other counsel reasonably satisfactory to Parent to have delivered an opinion, which opinion shall be filed as an exhibit to the Form S-4, as to federal income tax matters as are required to be addressed in the Form S-4. Parent shall use commercially reasonable efforts (including by provision of customary representations and certifications) to cause Wachtell, Lipton, Rxxxx & Kxxx or other counsel reasonably satisfactory to the Company Parties to have delivered an opinion, which opinion shall be filed with the SEC as an exhibit to the Form S-4, as to federal income tax matters as are required to be addressed in the Form S-4. Such opinions shall contain customary exceptions, assumptions and qualifications and be based upon customary representations. The Operating Trust shall mail the S-4 Related Documents to the Operating Trust Unitholders, as applicable, as promptly as practicable after the Form S-4 shall have become effective.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the term of your employment and Rodeothereafter, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer you shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of reasonably cooperate with the Company and in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, your being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) at reasonable times. (b) All compensation and other payments to you under this letter agreement or otherwise related to your employment are subject to applicable required tax withholding and deductions. (c) This offer expires at 12:00 p.m. Pacific Time on February 12, 2024, if not accepted by then. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any phantom interesttime prior to the Commencement Date. (d) Your employment by the Company will be subject to successful completion of a pre- employment background check, general partnership interest reference checks and documentation of eligibility to work in the United States, to be completed no later than three business days following the Commencement Date. (e) This letter agreement, including the Confidential Disclosure Agreement and your stock option agreement, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or limited partnership interestunderstandings (whether written, oral or implied) between you and the Company relating to the subject matter herein. (f) The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends relationship between you and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the termination of such employment or other relationship (the “Disputes”) will be governed by the laws of the state or district in which you last primarily worked for the Company Subsidiaries taken as without regard to any conflict of laws principles that would require the application of the laws of a whole;different jurisdiction. You expressly consent to the personal jurisdiction and venue of the state and federal courts located in the state or district in which you last primarily worked for the Company and the state or district in which the Company’s headquarters is located for any lawsuit filed there against you by the Company in connection with any Dispute or any claim related to any Dispute. (viiig) except as required by To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any Material Contract or in the ordinary course of businessand all disputes, sell, transfer or otherwise dispose ofclaims, or agree causes of action, in law or equity, including but not limited to sellstatutory claims, transfer arising from or otherwise dispose ofrelating to the enforcement, any breach, performance, or interpretation of its assets this letter agreement, your employment with the Company, or propertiesthe termination of your employment, other than transactions not exceeding $25,000,000 individually or $50,000,000 in shall be resolved, to the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the terms of relief being sought (available upon request and also currently available at the Credit Agreements; (x) enter, to a material extent, any line of business that is not following web address: (i) currently conducted, xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and (ii) currently contemplated xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: xxxxx://xxx.xxx.xxx/sites/default/files/EmploymentRules- Web.pdf), at a location closest to where you last worked for the Company or (iii) ancillary another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the Company's current businessfullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or commence business operations unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. You acknowledge and agree that proceedings of any non-individual claim(s) under the California Private Attorneys General Act (“PAGA”) that may be brought in court shall be stayed for the duration and pending a final resolution of the arbitration of any country outside individual or individual PAGA claim. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the United States or Canada; (xi) increase exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the compensation payable or to become payable to the Company'sexception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., any Company Subsidiary'sall claims, disputes, or Seller's officers causes of action under this Section, whether by you or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any Company Subsidiarypurported class, representative, or establishcollective proceeding, adoptnor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, enter into both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or amend arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective bargainingclaims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other plan, agreement, trust, fund, policy claims or arrangement requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the benefit of any directorarbitrator to decide, officer or employee except as provided however, that if required by applicable law; , a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (xiia) change any method have the authority to compel adequate discovery for the resolution of accounting or accounting practice the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the Company or any Company Subsidiaryarbitrator regarding the disposition of each claim and the relief, except for any such change required by U.S. GAAP; (xiii) payif any, discharge or satisfy any material awarded as to each claim, litigationthe reasons for the award, liability and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries would be entitled to seek in a court of law. The Company shall pay all arbitration fees in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course amount of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof court fees that would be required of you if the dispute were decided in a court of law. Each party is responsible for its own attorneys’ fees, except as may be expressly set forth in your Confidential Disclosure Agreement or as otherwise provided under applicable law. Nothing in this letter agreement is intended to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion prevent either you or in any other fashion) the corporate structure or ownership of the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingcompetent jurisdiction.

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior to the Closing.Form S-4 and Proxy Statement; Stockholders --------------------------------------------------------- Meeting. ------- (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company and Parent shall prepare and the time of Company shall file with the ClosingSEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, except in which the Proxy Statement will be included as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses a prospectus. Each of the Company and Parent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. To the extent that presenting this Agreement and the Merger to the Company's stockholders would not violate or otherwise be inconsistent with applicable law, the Company Subsidiaries will use its reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be conducted only intaken under any applicable state securities laws or other applicable laws, rules or regulations in connection with the issuance of Parent Common Stock pursuant to Article II and Section 5.6(b) and under the Company Option Plans and the Company ESPP. Each of Parent and the Company Subsidiaries shall not take furnish all information concerning itself to the other as may be reasonably requested in connection with any such action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationpreparation, to keep available the services filing and distribution of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceProxy Statement. (b) By way of amplification and not limitationThe Company will, except as contemplated by this Agreement, or soon as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between reasonably practicable following the date of this Agreement Agreement, establish a record date (which will be as soon as practicable following the date of this Agreement) for, and, to the extent that convening and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall holding a meeting would not be unreasonably withheld or delayed: (i) amend, propose to amend, violate or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issuebe inconsistent with applicable law, sellduly call, transfer, pledge, dispose give notice of, grant, encumber, amend convene and hold a meeting of its stockholders (the terms of, or authorize "Stockholders Meeting") for the issuance, sale, pledge, disposition, grant or Encumbrance purpose of any Units, approving and adopting this Agreement. Except to the Incentive Distribution Rights, extent the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) Board of Directors of the Company or any Company Subsidiary determines in good faith, after consultation with outside counsel, that to do so would create a substantial risk of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except liability for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any breach of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary fiduciary duties to the Company's current businessstockholders under applicable law, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiarywill, except for any such change required by U.S. GAAP; (xiii) paythrough its Board of Directors, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions recommend to its stockholders approval and adoption of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior 3.1 Notwithstanding anything to the Closing. (a) contrary contained in the Merger Agreement, this Amendment or in any other agreement, including, but not limited to the New Bonus Period, the parties agree that Parent shall have the power and Rodeo, Inc. covenant and agree that, between authority to operate the date of this Agreement Company and the time of Business and manage the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses day-to-day operations of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services Business in its unilateral discretion effective as of the current employees of Rodeo, Inc. date hereof. Such power and authority shall include the authority to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree take actions that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not may be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country deemed outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance inconsistent with the provisions Company’s past practice, including, but not limited to, making material changes to marketing expenditures and pricing terms, the incurrence of Indebtedness on behalf of the Company, and the Company having cash and cash equivalents at any point in time less than the amounts maintained prior to Closing consistent with past practices and the Company’s annual business cycle. Without limiting the generality of the foregoing, Parent may operate its business in its sole discretion in a manner that diminishes in whole or in part the likelihood that any New Bonus is earned and as a consequence of this Section 5.01; Amendment, the Merger Agreement as amended by the Merger Agreement Amendment, the Joinder, Consent and Release Agreement (xivthe “Joinder Agreement”) settle or compromise otherwise, shall owe no fiduciary or other duty to Executive, any material Audit, make or change any material Tax election or file any material amended Tax return; Company Holder (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xviJoinder Agreement) enter intoor former Company stockholder or option holder, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments would limit Parent’s discretion to or from operate the Company and the Business or its Subsidiaries in excess create liability to such parties as a result of $25,000,000 singly or $50,000,000 Parent’s unfettered exercise of such discretion. 3.2 Executive expressly acknowledges and agrees that the Original Performance Metrics for the Earn-Out Bonus (as defined in the aggregateOriginal Bonus Agreement) will not be achieved in whole or in part and accordingly, other than such Earn-Out Bonus shall not be earned by Executive and no such Earn-Out Bonus (as defined in the ordinary course of business or in connection with the transactions described in clause (viOriginal Bonus Agreement) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior shall be paid to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingExecutive.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 6.01. Schedule 13E-3. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company, THL and Parent shall jointly prepare and cause to be filed with the time SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the ClosingCompany, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company THL and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available ensure that the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall Schedule 13E-3 will comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Exchange Act and the Company Subsidiaries rules and regulations promulgated thereunder. Each of the Company, THL and Parent shall use their its reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior respond promptly to the date hereof or Section 5.01 any comments of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, SEC with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee Schedule 13E-3. Each of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for THL and Parent shall furnish all information concerning such party to the benefit of any director, officer or employee except others as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or may be reasonably requested in connection with the transactions described preparation, filing and distribution of the Schedule 13E-3 and the resolution of comments from the SEC. The Company shall promptly, and in clause any event within twenty-four (vi24) above; (xviii) except as provided in this Agreementhours, enter into, amend, terminate notify THL and Parent upon the receipt of any comments from the SEC or waive its staff or any provision of, any agreement request from the SEC or arrangement, its staff for amendments or enter into any transaction, supplements to the Schedule 13E-3 and shall provide THL with copies of all correspondence between the Company and/or any Company Subsidiaryand its representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Prior to filing or mailing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide THL and Parent a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith any comments reasonably proposed by THL and Parent. THL and Parent shall provide reasonable assistance and cooperation to the Company in the preparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. (b) Each of the Company, THL and Parent agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by the Company, THL or Parent, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which if entered into they were made, not misleading. Each of the Company, THL and Parent further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the date hereof Effective Time, any event or circumstance relating to the Company, THL or Parent, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would be not include any misstatement of a material fact or omit to state a material fact required to be disclosed pursuant made therein, or necessary in order to Section 3.20; (xix) materially alter (through mergermake the statements made, liquidationin the light of the circumstances under which they were made, reorganizationnot misleading, restructuring, conversion the party discovering such event or in any circumstance shall promptly inform the other fashion) parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the corporate structure or ownership SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and THL, as the case may be, shall consult with each other with respect to such amendment or any Company Subsidiary supplement and shall afford the other than as contemplated by this Agreement; orparty and their Representatives a reasonable opportunity to comment thereon. (xxc) enter into As soon as practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3 but in any contractevent no later than five (5) Business Days after such confirmation, agreement, commitment or arrangement the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed/distributed (the “Record Date”) and shall not change such Record Date unless required to do any so by applicable Law; (ii) mail/distribute or cause to be mailed/distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the foregoingRecord Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed and (B) provide the Schedule 13E-3 to all such holders of ADSs.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and RodeoBoor agrees to adhere to his continuing obligations to the Company pursuant to Section 10 (Confidentiality; Noncompetition) of the Employment Agreement, Inc. covenant and agree that, between the date of this Agreement and the time parties agree that all of the Closingrestrictions on Boor’s activities, as set forth therein, shall be applicable and remain in full force and effect; provided, however, that the Company acknowledges and agrees that Boor’s participating in, engaging in, or rendering services to, an entity engaged exclusively in the following types of businesses shall not be deemed to be competitive with the Company’s business and thus will not be subject to the Noncompetition provisions of Section 10 of the Employment Agreement: mobile network operators; mobile virtual network operators; and mobile, wireless or computer original equipment manufacturers. In consideration of the Company’s promises, as set forth in this Agreement, Boor agrees to comply with his obligations as set forth in this Agreement, and gives up, releases, and waives all of Boor’s Claims against the Company Released Parties, and each of them, as well as all other actions, causes of action, claims or demands that he may have against the Company Released Parties, and any of them, except as specifically provided in Section 4 as Excluded Claims. Boor acknowledges and agrees that the consideration set forth above includes all amounts for damages or other amounts owed to him of any kind, costs, and attorneys’ fees and expenses. Boor also agrees that he shall not bring any lawsuits against the Company relating to the claims that he has given up, released, and waived, nor will he allow any suit to be brought on his behalf. The consideration described above constitutes full and fair consideration for the release of Boor’s Claims. Boor acknowledges that the Company is not otherwise obligated to provide the consideration set forth above to him. Boor also acknowledges that he has received all other forms of compensation and payments, of whatever kind, that may be due to him by the Company, other than as set forth in Section 5.01 of the Disclosure Letter or 4 as contemplated by Excluded Claims. Boor hereby relinquishes any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of and all rights to employment with the Company and after the Company Subsidiaries Separation Date. Boor also agrees that he shall be conducted only innot, and the Company and the Company Subsidiaries shall not directly or indirectly, take any action except inwhich has the effect of harming the Released Parties or interfering with their relationships (contractual or otherwise) with any entity or person, including, but not limited to, any employee or customer of the ordinary course of business; (ii) Released Parties, or other entity with which the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their has a business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicerelationship. (b) By way Boor will be entitled to continued medical benefits (in accordance with Boor’s current coverage) through the Separation Date. In addition, in consideration of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date Boor’s execution of this Agreement and compliance with Boor’s obligations hereunder and under the ClosingEmployment Agreement, directly or indirectly do, or propose Boor and his eligible dependents will be entitled to do, any continuation of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted coverage under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business’s group health insurance (or substitute benefits), or commence business operations in any country outside at Boor’s sole expense, for eighteen (18) months after the United States or Canada; (xi) increase the compensation payable or Separation Date; provided that Boor expressly acknowledges that it is Boor’s obligation to become payable properly elect COBRA coverage by timely submitting appropriate documentation. In addition, upon Boor’s proper election, Boor shall be entitled to receive a distribution of his vested account balance under the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii’s 401(k) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or Plan in accordance with the provisions of terms thereof. On the Effective Date, assuming he does not revoke this Section 5.01; (xiv) settle or compromise any material AuditAgreement prior to the Effective Date, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company agrees to pay Boor (i) $42,300 in full satisfaction of any obligation of the Company to Boor arising out of or its Subsidiaries related to Boor’s unused vacation days, personal days, sick leave days and sabbatical (in excess accordance with his interim position of president of the Company’s European division) and (ii) $25,000,000 singly or $50,000,000 1,350 in the aggregate, other than in the ordinary course full satisfaction of any and all unreimbursed business or expenses incurred by Boor in connection with his employment by the Company, including, but not limited to, any such expenses that have previously been submitted to the Company but which have not been reimbursed as of the Separation Date. The Company acknowledges and agrees that after the date hereof, Boor will continue to be entitled to any rights to contribution, advancement of expenses, defense or indemnification he may have under the Company’s organizational documents, or applicable law. For a period of six (6) years following the Separation Date, Company agrees to continue to provide coverage to Boor, in his capacity as a former officer and director, under its Directors and Officers insurance to the same extent as coverage is provided to its then existing directors and officers. In addition, until August 31, 2011, the Company agrees to reimburse Boor for his documented actual expenses paid for executive outplacement services, subject to an aggregate cap of $15,000. Upon request of any employer or prospective employer of Boor, the Company shall provide a reference letter in the form agreed to by Boor and the Company, and the Company’s then Senior Vice President, Global Human Resources, shall be designated as the Company officer who may discuss Boor’s prior employment with the Company. For six months following the Separation Date, the Company, at its sole cost and expense, will use its commercially reasonable efforts to assist Boor in the preparation of any applicable Section 16(a) filings required to be filed by Boor under the Securities Exchange Act of 1934, as amended; provided, however, that Boor agrees he will provide the Company with timely notice of any transactions that may require a filing and will timely provide any information that the Company reasonably requests to enable it to assist in the preparation of any such filing. Boor acknowledges and agrees that, notwithstanding the Company’s agreement to assist him with the preparation of any applicable Section 16(a) filings as set forth above, the filings remain Boor’s responsibility and the Company does not assume any liability arising out of or related to any such filings, or the transactions described in clause (vi) above; (xviii) except as provided in requiring such filings. The Company will not issue a press release or file a Form 8-K with the Securities and Exchange Commission regarding the terms and conditions of this AgreementAgreement without first giving Boor an opportunity to review such press release or filing. Notwithstanding the foregoing, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would shall not be required to be disclosed pursuant to Section 3.20;obtain Boor’s consent, written or otherwise, before issuing a press release or filing a Form 8-K regarding the terms and conditions of this Agreement. (xixc) materially alter (through merger, liquidation, reorganization, restructuring, conversion Each party agrees not to make any disparaging or in any negative statements about the other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingparty.

Additional Agreements. SECTION 5.01 Conduct of Business Prior a) The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto against the Guarantors (except for claims against the Guarantors under this Limited Guarantee, subject to the Closing. limitations described herein), Parent or Merger Sub or against (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time any of the ClosingGuarantors’ respective former, except as set forth in Section 5.01 of the Disclosure Letter current or as contemplated by any future directors, officers, agents, Affiliates (other provision of this Agreementthan Parent or Merger Sub) or employees, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the followingrespective former, without current or future general or limited partners, members, managers or stockholders of the prior written consent Guarantors or any Affiliate thereof (other than Parent or Merger Sub), or (c) any former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders of Buyerany of the foregoing (other than Parent or Merger Sub) ((a) through (c) collectively, which consent the “Guarantor Affiliates”). Notwithstanding the foregoing, in connection with the pursuit by the Guaranteed Party of a claim under this Limited Guarantee, the Guaranteed Party may pursue a declaratory judgment claim against Parent to demonstrate that Parent has failed to perform its obligations under Sections 11.04(c) and 11.04(d) of the Merger Agreement; provided that such claim does not seek any other remedy (including damages) against Parent or Merger Sub. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent is relieved of its obligations under Sections 11.04(c) and 11.04(d) of the Merger Agreement, each of the Guarantors shall be similarly relieved of its obligations under this Limited Guarantee. b) Each of the Guarantors hereby covenants and agrees that it shall not be unreasonably withheld institute, and shall cause its Affiliates not to institute, any proceedings asserting that this Limited Guarantee is illegal, invalid or delayed: unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (i) amendwhether considered in a proceeding in equity or at law). Each of the Guarantors hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, propose to amendMerger Sub or any Assignee that arise from the existence, payment, performance, or otherwise change its Certificate enforcement of such Guarantor’s obligations under or in respect of this Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest Guarantee or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classagreement in connection therewith, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interestright of subrogation, general partnership interest reimbursement, exoneration, contribution or limited partnership interest) indemnification and any right to participate in any claim or remedy of the Company Guaranteed Party against Parent, Merger Sub or any Company SubsidiaryAssignee, other than as permitted whether or not such claim, remedy or right arises in equity or under clause (ix) of Section 5.01(b); (iii) declarecontract, set asidestatute or common law, make or pay any dividend or other distribution payable in cashincluding, stock, property or otherwise, with respect to any of the Unitswithout limitation, the Incentive Distribution Rightsright to take or receive from Parent, the GP Interest Merger Sub or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivideAssignee, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of such Guarantor’s Obligations shall have been paid in full in cash. If any amount shall be paid to a Guarantor in violation of the Unitsimmediately preceding sentence at any time prior to the payment in full in cash of such Guarantor’s Obligations, such amount shall be received and held in trust for the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any benefit of the Units, Guaranteed Party and shall forthwith be paid or delivered to the Incentive Distribution Rights, Guaranteed Party in the GP Interest same form as so received (with any necessary endorsement or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect ofassignment) to be credited and applied to such Obligations, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by accordance with the terms of the Credit Agreements; (x) enterMerger Agreement, to a material extentwhether matured or unmatured, any line of business that is not (i) currently conducted, (ii) currently contemplated or to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except held as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except collateral for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingObligations.

Additional Agreements. SECTION 5.01 Conduct Section 5.01. Preparation of Business Prior to the ClosingProxy Statement and Schedule 13E-3; Stockholders’ Meeting . (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as reasonably practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries Parent shall be conducted only inprepare, and the Company and shall file with the Company Subsidiaries shall not take any action except inSEC, the ordinary course of business; (ii) Proxy Statement. The Company shall cause the Company and Proxy Statement to be mailed to the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships stockholders of the Company and as promptly as practicable. Parent shall furnish to the Company Subsidiaries all information as may be reasonably requested by the Company in connection with customersthe preparation, contractholders filing and other Persons with whom distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classParent, or any optionsof their respective Affiliates, warrantsdirectors or officers, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to should be conducted discovered by the Company or (iii) ancillary Parent which should be set forth in an amendment or supplement to the Company's current businessProxy Statement, so that such document would not include any misstatement of a material fact or commence business operations omit to state any material fact necessary to make the statements therein, in any country outside light of the United States circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or Canada; (xi) increase supplement describing such information shall be promptly filed with the compensation payable or to become payable SEC and, to the Company'sextent required by Law, any Company Subsidiary's, or Seller's officers or employees, except in disseminated to the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee stockholders of the Company, Seller . The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply each other with copies of all correspondence between it or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company SubsidiaryRepresentatives, on the one hand, and any the SEC or the staff of their respective officers, directors, unitholders, owners or Affiliatesthe SEC, on the other hand, which if entered into with respect to the Proxy Statement or the Merger. (b) Concurrently with the filing of the Proxy Statement with the SEC, Parent and its Affiliates shall prepare and file with the SEC, together with the Company, the Schedule 13E-3. Parent and the Company shall cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC and respond promptly to any comments of the SEC or its staff regarding the Schedule 13E-3. Each party agrees to provide the other party and its counsel with copies of any comments that such party or its counsel may receive from the staff of the SEC regarding the Schedule 13E-3 promptly after receipt thereof. The Company shall promptly furnish to Parent all information concerning the Company and its executive officers and directors as may reasonably be requested in connection with the preparation of the Schedule 13E-3. The Company and its counsel shall be given an opportunity to review and comment on the Schedule 13E-3 and each supplement, amendment or response to comments with respect thereto prior to filing with or delivering to the SEC. (c) The Company shall use its reasonable best efforts, as soon as practicable following the date hereof would of this Agreement, to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholder Approvals; provided that such date may be extended to the extent reasonably necessary to permit the Company to file and distribute any material amendment to the Proxy Statement as is required by applicable law. Subject to be disclosed Section 4.02, the Company shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement and the Merger and shall include the Company Board Recommendation in the Proxy Statement. A Change in Recommendation permitted by Sections 4.02(e), (f) or (g) will not constitute a breach by the Company of this Agreement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company’s obligations pursuant to the first sentence of this Section 3.20; 5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal (xix) materially alter (through mergerwhether or not a Superior Proposal). In addition, liquidationnotwithstanding any Change in Recommendation, reorganizationunless this Agreement is terminated pursuant to, restructuringand in accordance with, conversion or in any other fashion) Section 7.01, this Agreement shall be submitted to the corporate structure or ownership stockholders of the Company or any Company Subsidiary other than as contemplated by at the Stockholders’ Meeting for the purpose of adopting this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to 5.1 Approval by the ClosingCompany's Stockholders. (a) Parent If required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by the Purchaser of the shares of the Company Common Stock pursuant to the Offer, duly call, give notice of, convene and Rodeohold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval, Inc. covenant and agree thatand, between the date Company shall, through the Board of Directors of the Company, recommend to its stockholders that they vote in favor of the adoption of this Agreement and Agreement; provided, however, that the time Board of Directors of the ClosingCompany may withdraw, except as set forth in Section 5.01 modify or change such recommendation to the extent that the Board of Directors of the Disclosure Letter Company determines to do so in exercise of its fiduciary duties or as contemplated by permitted under Section 5.4. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, unless in the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except inevent Parent, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest Purchaser or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classParent shall beneficially own, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in at least 90% of the ordinary course outstanding shares of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Common Stock, the Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would shall not be required to be disclosed pursuant call the Company Stockholders Meeting or to Section 3.20; (xix) materially alter (through mergerfile or mail the Proxy Statement, liquidationand the parties hereto shall, reorganizationat the request of Parent and subject to Article VI, restructuring, conversion or in any other fashion) take all necessary and appropriate action to cause the corporate structure or ownership Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of the Company Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL. (c) Parent agrees that it will vote, or cause to be voted, all of the Company Common Stock then owned by it, the Purchaser or any Company Subsidiary of its other than as contemplated by Subsidiaries, including all shares purchased pursuant to the Offer, in favor of the approval of the Merger and of this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior 5.1 Access to Information The Company shall afford Parent and its accountants, legal counsel and other representatives reasonable access during normal business hours during the period prior to the Closing. Effective Time to (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time all of the Closingproperties, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreementbooks, unless the Buyer shall otherwise consent in writingcontracts, which consent shall not be unreasonably withheld or delayed: (i) the businesses commitments and records of the Company and (b) all other information concerning the Company Subsidiaries shall be conducted only inbusiness, properties and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships personnel of the Company as Parent may reasonably request. The Company agrees to provide Parent and the Company Subsidiaries with customersits accountants, contractholders legal counsel and other Persons with whom representatives copies of internal financial statements promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representation or warranty contained herein or the Company or any Company Subsidiary has significant business relations; (iii) conditions to the Company and obligations of the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) parties to consummate the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitation, except as contemplated 5.2 Public Disclosure Unless otherwise required by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests law (including, without limitation, any phantom interestsecurities laws) or, general partnership interest as to Parent, by the rules and regulations of the Nasdaq National Market, prior to the Effective Time, no disclosure (whether or limited partnership interestnot in response to an inquiry) of the Company or subject matter of this Agreement shall be made by any Company Subsidiary, party hereto (other than disclosures to Company stockholders pursuant to Section 5.2) unless approved by Parent and the Company prior to release, provided that such approval shall not be unreasonably withheld. Parent has not filed a Form 8-K relating to this Agreement as permitted under clause (ix) of Section 5.01(b);the Closing. The parties have agreed to the text of the joint press release announcing the signing of this Agreement. (iii) declare5.3 Legal Conditions to the Merger Each of Parent, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, Merger Sub and the Company will take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on such party with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or Merger and will promptly cooperate with and furnish information to any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than party hereto in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for connection with any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), requirements imposed upon such other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or party in connection with the transactions described Merger. Each party will take all reasonable actions to obtain (and will cooperate with the other parties in clause (viobtaining) above; (xviii) except as provided in this Agreementany consent, enter intoauthorization, amendorder or approval of or any registration, terminate declaration or waive any provision offiling with, or an exemption by, any agreement or arrangementGovernmental Entity, or enter into any transactionother third party, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion obtained or made by such party or its subsidiaries in connection with the Merger or the taking of any other fashion) the corporate structure action contemplated thereby or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.