Common use of Conduct of Business by the Company Pending the Merger Clause in Contracts

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve substantially intact the business, assets and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent. (a) amend or otherwise change any provision of the Company Charter or Company Bylaws, or similar organizational or governance documents; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of capital stock of the Company or any Company Subsidiary or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From (a) The Company agrees that, between the date of this Agreement until and the Merger earlier of the Effective TimeTime and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), except (i) as required by this Agreementapplicable Law, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule or except (ii) with the prior written consent of Parent, which Parent (such consent shall not to be unreasonably withheld, delayed conditioned or conditioned (provided that delayed, and such consent of Parent shall be deemed to have been given if Parent does not object provides no written response within three five (35) Business Days after a written request by the Company for such consent is actually received consent), (iii) as expressly contemplated by Parent)any other provision of this Agreement or (iv) as set forth in Section 5.01(a) of the Company Disclosure Schedule, the Company shall, and shall cause each of the Company Subsidiaries to, use reasonable best efforts (A) to conduct its business the businesses of the Company Group in the ordinary course of business consistent with past practice and shall use its commercially reasonable efforts to (B) to: (1) preserve substantially intact the businessbusiness organization, material assets and organization material properties of the Company Group, (2) keep available the services of its Key Employees on commercially reasonable terms, (3) maintain in effect all Company Permits and (4) maintain in full force and effect its insurance policies (including, for the Company Subsidiaries avoidance of doubt, paying all premiums thereon and renewing or replacing such insurance policies on or prior to preserve the current beneficial relationships their expiration). (b) Without limiting Section 5.01(a), and as an extension thereof, except as expressly contemplated by any other provision of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 5.01(b) of the Company Disclosure ScheduleSchedule or as required by applicable Law, neither the Company nor any Company Subsidiary shall, between during the date of this Agreement and the Merger Effective TimePre-Closing Period, do any of the following without the prior written consent of Parent, which Parent (such consent shall not to be unreasonably withheld, delayed conditioned or conditioned; provideddelayed, however, that and such consent of Parent shall be deemed to have been given if Parent does not object provides no written response within three five (35) Business Days after a written request by the Company for such consent is actually received by Parent.consent): (ai) amend or otherwise change any provision its certificate of incorporation, bylaws or other similar organizational documents (including the Company Charter or and the Company Bylaws), whether by merger, consolidation or similar organizational or governance documentsotherwise; (bii) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer or agree or commit to issuegrant, sell, dispose of, grant encumber or transfer authorize such issuance, sale, disposition or encumbrance of, any shares of any class of capital stock Equity Interests of the Company or any Company Subsidiary (except for the issuance or withholding of Shares issuable pursuant to Company RSUs that are outstanding on the date of this Agreement (in accordance with their existing terms)); (iii) declare, set aside, make or pay any options, warrants, convertible securities dividend or other rights distribution, payable in cash, shares, property or otherwise, with respect to any of any kind to acquire any shares of such capital stock, or any other ownership interest, Equity Interests of the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any for dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends distributions by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary Subsidiary; (iv) adjust, reclassify, combine, split (including any reverse stock split), recapitalize, exchange, subdivide or redeem, repurchase, or purchase or otherwise acquire, directly or indirectly, any Equity Interests of the Company or any Company Subsidiary; (v) sell, transfer, lease, sublease, license, mortgage, pledge, encumber, allow to lapse, assign, abandon, disclaim, dedicate to the public, incur any Lien on (other than a Permitted Lien) or otherwise dispose of, or authorize any of the foregoing with respect to, any of its properties, assets, licenses, operations, rights, businesses or interests therein (but not including Intellectual Property, which is the subject of Section 5.01(b)(xv)) except (A) pursuant to Contracts in force on the date of this Agreement and made available to Parent, (B) dividend equivalents already accrued such dispositions of assets no longer used in the ordinary course of business of the Company’s or the applicable Company Subsidiary’s business as conducted as of the date of this Agreement, (C) such dispositions among the Company and the wholly-owned Company Subsidiaries, or (D) Company Products to customers in the ordinary course of business consistent with past practice; (vi) acquire (including by amalgamation, merger, consolidation or acquisition of Equity Interests or assets or any other business combination), directly or indirectly, (A) any assets, securities, or interests, other than in the ordinary course of business consistent with past practice or pursuant to Contracts in effect on the date hereof and made available to Parent, (B) any company, corporation, partnership or other business organization (or any division thereof or any Equity Interest thereof), or (C) any real property; (vii) (A) repurchase, prepay or incur any indebtedness for borrowed money or issue any debt securities, or issue or sell options, warrants, calls or other rights to acquire any of its debt securities, (B) make any loans, advances or capital contributions to, or investments in, any other person (other than a Company Subsidiary) or (C) assume, guarantee, endorse or otherwise become liable or responsible for the indebtedness or other obligations of another person (other than a guaranty by the Company on behalf of any Company Subsidiary), in each case, except pursuant to borrowings under existing lines of credit, letters of credit or similar arrangements as of the date hereof and paid Contracts for which are made available to Parent; (viii) enter into, materially amend, waive any rights under, or voluntarily terminate any Material Contract (or any other Contract that would be deemed a Material Contract if it had been entered into prior to the date of this Agreement), other than (A) with respect to Company Stock Awards outstanding Contracts that are Material Contracts solely as a result of clauses (i), (ii) and (iii) of Section 3.16(a), in the ordinary course of business consistent with past practice or (B) terminations as a result of a material breach or default of the counterparty, or the expiration of such Contract in accordance with its terms as in effect on the date of this Agreement; (ix) authorize, or make any commitment with respect to, capital expenditures that exceed $500,000 individually or $1,500,000 in the aggregate; (x) except to the extent required by applicable Law, or as otherwise required pursuant to the terms of any Plan in effect as of the date hereof or entered into, amended or modified after the date of this Agreement in a manner not in contravention with this Section 5.01(b)(x), (A) increase the compensation payable or to become payable or the benefits provided to any Employee or Non-Employee Service Provider (except for increases in the ordinary course of business consistent with past practice to Employees who are not Key Employees of not more than ten percent (10%) on an individual basis, and set forth not more than ten percent (10%) in Section 6.01(bthe aggregate, in annual base salary or wages in connection with promotions), (B) establish, adopt, enter into, terminate or amend any Plan, or establish, adopt or enter into any plan, agreement, program, policy, trust, fund or other arrangement that would be a Plan if it were in existence as of the date of this Agreement, (C) grant any retention, severance, termination pay, deferred compensation, change in control, transaction bonus or other incentive compensation (or enter into or amend any plan, agreement, program, policy or other arrangement providing for the foregoing), (D) grant any equity or equity-based awards to, or discretionarily accelerate the vesting or payment of any equity or equity-based awards held by, any Employee or Non-Employee Service Provider, (E) establish, adopt, enter into or amend any collective bargaining agreement or similar labor agreement, (F) hire any employees who, upon hire, would be a Key Employee, (G) terminate the employment of any Key Employee other than for cause; or (H) take any action that is reasonably likely to result in a reduction in force or terminations employment that would give rise to notice or payment in lieu of notice obligations under the WARN Act; (xi) (A) settle (or propose to settle) any Action, other than (1) settlements for monetary damages (net of insurance proceeds) involving not more than $250,000 in the aggregate and that do not (x) require any material actions or impose any restrictions or future payment obligations on the business or operations of the Company Disclosure Schedule Group, or after the Effective Time, Parent or its Subsidiaries or (ivy) split, combine or reclassify include the admission of wrongdoing by any shares, stock or other equity interests member of the Company or any Company Subsidiary or issue or authorize Group and (2) stockholder litigation, which is the issuance of any securities in respect subject of, and settled in lieu of accordance with, Section 6.10 or in substitution for shares of such shares(B) settle or propose to settle any investigation or inquiry by any Governmental Authority, stock including by entering into any consent decree or other equity interestssimilar agreement; (cxii) merge (A) change the Company’s financial accounting policies or consolidate procedures in effect as of December 31, 2023, other than as required by applicable Law or GAAP or (B) write up, write down or write off the book value of any of the Company’s assets, other than (1) in the ordinary course of business consistent with any other Person past practice or (2) as may be required by applicable Law or GAAP, as approved by the Company’s independent public accountants; (xiii) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregateSubsidiaries; (dxiv) sell, lease, license, subject (A) materially change or adopt (or file a request to a Lien (other than a Permitted Lienchange or adopt) or otherwise surrender, relinquish or dispose any method of any assets or property of the Company Tax accounting or any Company Subsidiary other than in the ordinary course of businessannual Tax accounting period, except for (iB) sales of investment assets by make, change or rescind any material Tax election, (C) file any material Tax Return relating to the Company or any of the Company Subsidiaries that has been prepared in a manner that is inconsistent with past practice, as applicable, (D) settle or compromise any material claim, investigation, audit or controversy relating to Taxes, (E) surrender any right to claim a material Tax refund, (F) file any material amended Tax Return, (G) enter into any closing agreement with respect to any material amount of Tax or (H) waive or extend the statute of limitations with respect to any Tax Return other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice; (xv) abandon, disclaim, dedicate to the public, allow to lapse, sell, assign, transfer, license, sublicense, dispose of, or incur any Lien (iiother than Permitted Liens) transfers and pledges of assets in connection with the conduct of the insurance businesson, including pursuant or otherwise fail to reinsurancetake any action necessary to maintain, coinsuranceenforce, ceding of insuranceor protect, assumption of insurance or indemnification with respect to insurance and similar arrangementsany material Owned Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business consistent with past practice; (xvi) enter into, amend, waive or terminate (iiiother than expirations or terminations in accordance with their terms) sales or transfers any Affiliate Transaction; (xvii) enter into any new line of assets between wholly owned Company Subsidiaries, (iv) pursuant to business outside the existing written contracts or commitments as set forth in Section 6.01(d) businesses of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (pxviii) agree, resolve, announce an intention, enter into any agreement formal or informal Contract or otherwise make a commitment commitment, to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company agrees that, from the date of this Agreement until the Merger earlier of the Effective TimeTime and termination of this Agreement pursuant to Article VIII, except as required by this Agreement, as may be (x) required by applicable Law or as Law, (y) set forth in Section 6.01 5.01 of the Company Disclosure Schedule or except with the prior written (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent of Parent, in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed), (provided that consent i) the businesses of Parent the Group Companies shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business conducted in the ordinary course of business and in a manner consistent with past practice practice; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the business, assets and the business organization of the Company Group Companies in all material respects, to keep available the services of the current officers and key employees of the Company Subsidiaries Group Companies and to preserve maintain in all material respects the current beneficial relationships of the Company Group Companies with existing customers, suppliers and the Company Subsidiaries with any Person other persons with which the Company or any Company Subsidiary Group Companies has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Scheduledate hereof. Without limiting the generality of the foregoing paragraph, neither the Company nor any Company Subsidiary shall, between from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Merger Effective TimeCompany Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed): (a) amend or otherwise change any provision its memorandum and articles of the Company Charter association or Company Bylaws, or similar equivalent organizational or governance documents; (b) (i) authorize for issuance, issue, sell, transfer, lease, sublease, license, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose oftransfer, lease, sublease, license, pledge, disposition, grant or transfer encumbrance of, (i) any shares of any class of capital stock any Group Company (other than in connection with (A) the exercise of any Company Options, or Company RSs in accordance with the Performance Incentive Plans, (B) the withholding of Company securities to satisfy tax obligations with respect to Company Options or Company RSs, (C) the acquisition by the Company of its securities in connection with the forfeiture of Company Options or any Company Subsidiary RSs and (D) the acquisition by the Company of its securities in connection with the net exercise of Company Options in accordance with the terms thereof) or any options, warrants, securities convertible securities into any share capital or other rights of any kind to acquire any shares of such capital stockshares, or any other ownership interest (including any phantom interest), of the Company any Group Company, or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchaseany property or assets (whether real, redeem personal or otherwise acquire mixed, and including leasehold interests and intangible property) of any securities Group Company with a value or equity equivalents purchase price (including the value of assumed liabilities) in excess of US$5,000,000, except in connection with the exercise ordinary course of Company Stock Options business, or the vesting of Company Stock Awards, (iii) any material Intellectual Property owned by or licensed to any Group Company, except in the ordinary course of business consistent with past practice; (c) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, shares, property or otherwise, with respect to any of its shares (other than dividends or other distributions from any Subsidiary of the Company to the Company or any of its other Subsidiaries); (d) in respect ofreclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any shares of its share capital or securities or other rights exchangeable into or convertible or exercisable for any of its share capital (other than the purchase of Shares to satisfy obligations under the Performance Incentive Plans, including the withholding of Shares in connection with the exercise of Company Options, or Company RSs in accordance with the terms and conditions of such Company Options or Company RSs (as applicable)); (e) effect or commence any liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, restructuring, reorganization, public offering or similar transaction involving any Group Company’s , or create any new Subsidiary (other than creating any new Subsidiary in the PRC by a Group Company that (i) is incorporated in the PRC and (ii) does not require any capital stock injection (directly or indirectly) from outside the shares PRC after the Original Execution Date), other than as contemplated by this Agreement; (f) acquire, whether by purchase, merger, spin off, consolidation, scheme of arrangement, amalgamation or acquisition of stock or other equity interests assets or otherwise, any assets, securities or properties, in aggregate, with a value or purchase price (including the value of assumed liabilities) in excess of US$5,000,000 in any Company Subsidiary that is not directly transaction or indirectly wholly owned by the related series of transactions; (g) incur or assume any indebtedness for borrowed money or guarantee any indebtedness for borrowed money of any Third Party or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of any Group Company, except for borrowings or guarantee of indebtedness (i) under any Group Company’s existing credit facilities as in effect on the Original Execution Date in an aggregate amount not to exceed the maximum amount authorized under the Contracts evidencing such Indebtedness or (ii) not in an aggregate amount in excess of US$10,000,000; (h) make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than (Atravel and similar advances to its employees in the ordinary course of business consistent with past practice) dividends by to, any Person other than a direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for ; (i) sales of investment other than expenditures necessary to maintain assets by the Company or any of the Company Subsidiaries in good repair in the ordinary course of business consistent with past practice, authorize, or make any commitment with respect to, capital expenditures (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangementsvehicle purchases) that are, in the ordinary course of business consistent with past practiceaggregate, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in US$25,000,000 for the aggregateGroup Companies taken as a whole; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (fj) except as required by the terms of the Plans pursuant to any Company Employee Plan or awards made thereunder prior to the date of this Agreement, (i) enter into any new employment or compensatory agreements (including the renewal of any such agreements), or terminate any such agreements, with any director, officer, employee or consultant of any Group Company other than the hiring or termination of employees or consultants below the C-level or its equivalent (e.g. the head of business unit) or with an annual compensation of less than US$200,000, (ii) grant or provide any severance or termination payments or benefits to any director, officer, employee or consultant of any Group Company except as required by applicable Law or Contracts in effect on the Original Execution Date, (iii) increase the compensation compensation, bonus or pension, welfare, severance or other benefits payable of, pay any bonus to any director, officer, employee or consultant of any Group Company except such increases or payments, in the aggregate, do not cause an increase in the labor costs of the Group Companies, taken as a whole, by more than 10%, (iv) make any new equity or other incentive awards to any director, officer, employee or consultant of any Group Company, (v) establish, adopt, amend or terminate any Company Employee Plan or collective bargaining agreement or materially amend the terms of any outstanding Company Options except as required by applicable Law, (vi) take any action to accelerate the vesting of Company Options or Company RSs or (vii) forgive any loans to any director, officer, employee or consultant of any Group Company; (k) issue or grant any Company Option or Company RSs to any person under the Performance Incentive Plans; (l) make any changes with respect to financial or tax accounting policies or procedures, including changes affecting the reported consolidated assets, liabilities or results of operations of the Group Companies, except as required by changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (m) enter into, amend, modify, consent to the termination of, or waive any material rights under, any Material Contract (or any Contract that would be a Material Contract if such Contract had been entered into prior to the Original Execution Date) that calls for annual aggregate payments of US$5,000,000 or more or with a term longer than one (1) year which cannot be terminated without material surviving obligations or material penalty upon notice of ninety (90) days or less; (n) enter into, amend, modify, consent to the termination of, or waive any material rights under, any Control Agreements (or any Contract that would be a Control Agreement if such Contract had been entered into prior to the Original Execution Date); (o) enter into any Contract with any director or officer of the Company or any of its directorsSubsidiaries, officers individuals owning, directly or employees indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and members of any such individual’s immediate family; (p) terminate or cancel, let lapse, or amend or modify in any material respect, other than increases for employees or officers below the level of senior vice president made renewals in the ordinary course of business consistent with past practice)business, any material insurance policies maintained by it which is not promptly replaced by a comparable amount of insurance coverage; (iiq) amend, change, terminate or waive commence any rights under Action for a claim of more than US$5,000,000 (excluding any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance Action seeking injunctive relief or other similar plan, agreement, trust, fund, policy equitable remedies) or arrangement with settle or compromise any director, officer or employee (Action other than any settlement involving the payment of monetary damages not in excess of US$5,000,000; (r) permit any Intellectual Property owned by any Group Company to lapse or to be abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and Taxes required or advisable to maintain and protect its interest in each and every item of Intellectual Property owned by any Group Company; (s) fail to make in a timely manner any filings or registrations with respect the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder; (t) enter into, or propose to (A) agreements for new hires enter into, any transaction involving any earn-out or similar payment payable by any Group Company, to any Third Party, other than payments in connection with purchases of non-executive officers vehicles, plant, equipment, supplies, computers or other assets in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planbusiness; (gu) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made engage in respect the conduct of any termination or settlement new line of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for business material to the Company and the Company Subsidiaries its Subsidiaries, taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (iiv) make or change any material Tax election or file election, materially amend any material amendment to a material Tax Return, except, in each case, return (except as required by applicable Law), or (iii) enter into any material closing agreement with respect to material Taxes, surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes or materially change any method of Tax accounting; (ow) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) announce an intention, enter into any formal or informal agreement or otherwise make a commitment commitment, to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company covenants and agrees that, between the date of this Agreement until hereof and the Merger Effective Time, except as expressly required or permitted by this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 of the Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of unless Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent)otherwise agree in writing in advance, the Company shall, shall conduct and shall cause the businesses of each of its Subsidiaries to be conducted only in, and the Company and its Subsidiaries toshall not take any action except in, conduct its business in the ordinary course of business and in a manner consistent with past practice and in compliance with applicable Laws. The Company shall use its commercially reasonable best efforts to preserve substantially intact the business, business organization and assets and organization of the Company and each of its Subsidiaries, and to keep available the services of the present officers, employees and consultants of the Company Subsidiaries and each of its Subsidiaries, to maintain in effect its Contracts and to preserve the current beneficial present relationships of the Company and the Company each of its Subsidiaries with any Person advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Company Subsidiary of its Subsidiaries has material business relations (including customers, suppliers, directors, officers relations. By way of amplification and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedulenot limitation, neither the Company nor any Company Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Merger Effective Time, do directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (a) amend or otherwise change any provision the Certificate of Incorporation or Bylaws or equivalent organizational document of the Company Charter or any of its Subsidiaries or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Company Bylaws, or similar organizational or governance documentsany of its Subsidiaries; (b) (i) authorize for issuanceissue, issuegrant, sell, transfer, deliver, pledge, promise, dispose of or encumber, or authorize the issuance, grant, sale, transfer, deliverance, pledge, promise, disposition or encumbrance of, grant or transfer or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of capital stock of any class (common or preferred), or any options (other than stock options under the 1999 Stock Option Plan granted to new employees consistent with past practice in order to continue the employee recruitment efforts of the Company or any Company Subsidiary or any options, as mutually and reasonably determined by Parent and the Company) warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of such capital stock, stock or any other ownership interest, interest or Stock-Based Rights of the Company or any Company Subsidiary, other than of its Subsidiaries (except for the issuance of Company Common Shares Stock issuable pursuant to Company Stock Awards outstanding on the date hereofOutstanding Employee Options); adopt, (ii) repurchaseratify or effectuate a stockholders' rights plan or agreement; or redeem, redeem purchase or otherwise acquire acquire, directly or indirectly, any of the capital stock of the Company or interest in or securities of any Subsidiary (except for the repurchase of a stockholder's Company Common Stock upon termination of such stockholder's status as an employee or equity equivalents except in connection with consultant pursuant to existing repurchase agreements and the exercise of Company Stock Options or the vesting of Company Stock Awards, Option Plans); (iiic) declare, set aside or pay any dividends on, dividend or make any other actual, constructive or deemed distributions distribution (whether in cash, shares, stock or property or otherwiseany combination thereof) in respect of, of any shares of the Company’s its capital stock or the shares of stock or other equity interests in any Company Subsidiary (except that is not directly or indirectly a wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) may declare and pay a dividend to its parent); split, combine or reclassify any sharesof its capital stock, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for for, shares of such sharesits capital stock; or amend the terms of, stock repurchase, redeem or other equity interestsotherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries; or propose to do any of the foregoing; (cd) merge sell, transfer, deliver, lease, license, sublicense, mortgage, pledge, encumber or consolidate otherwise dispose of (in whole or in part), or create, incur, assume or subject any Lien on, any of the assets of the Company or any of its Subsidiaries (including any Intellectual Property), except for the sale of goods, licenses of Intellectual Property involving annual revenue, payments or liabilities of less than $100,000 or having a term of less than one year, and dispositions of other immaterial assets, in any case, in the ordinary course of business and in a manner consistent with any other Person or past practice; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or of any Company Subsidiary of its Subsidiaries (other than the Merger), except ; (if) that a Company Subsidiary may merge with another Company Subsidiary or acquire (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests stock or assets or otherwise) or organize any corporation, limited liability company, partnership, joint venture, trust or other business combination) by the Company entity or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts business organization or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) division thereof; incur any indebtedness for borrowed money or issue any debt securities or any warrants or rights to acquire any debt security or assume, guarantee or endorse, endorse or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed moneyPerson, other than indebtedness for borrowed money incurred or make any loans, advances or enter into any financial commitments; or authorize or make any capital expenditures which are, in the ordinary course aggregate, in excess of business and pursuant to any credit agreement to which $1,000,000 for the Company or any Company Subsidiary is and its Subsidiaries taken as a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit)whole; (fg) hire or terminate any employee or consultant, except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice); increase the compensation or fringe benefits (including, (iiwithout limitation, bonus) amendpayable or to become payable to its officers or employees, changeexcept for increases in salary or wages of employees of the Company or its Subsidiaries who are not officers of the Company in the ordinary course of business consistent with past practice, terminate or waive loan or advance any rights under money or other asset or property to, or grant any Employment Agreement bonus, severance or (iii) termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or any of its Subsidiaries, or establish, adopt, enter into into, terminate or amend to materially increase benefits under any Employee Plan or any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, stock purchase, restricted stock, pension, retirement, deferred -40- 45 compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with for the benefit of any directorcurrent or former directors, officer officers or employee (other than employees, provided that nothing in this Section 4.1(g) shall restrict the ability of the Company's Board of Directors to adopt appropriate resolutions, with respect to persons who are officers or directors of the Company, to cause the transactions relating to the Merger that may be considered dispositions under Section 16 of the Exchange Act for such persons to be exempt from such Section; (Ah) agreements for new hires change any accounting policies or procedures (including procedures with respect to reserves, revenue recognition, payments of non-executive officers accounts payable and collection of accounts receivable) unless required by a change in Law or GAAP used by it; (i) revalue in any material respect any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable, other than in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planbusiness; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The ----------------------------------------------------- Company covenants and agrees that, during the period from the date of this Agreement and continuing until the Merger earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing and except as required by this the UK Purchase Agreement, as may be required by applicable Law or as set forth in Section 6.01 of (i) the Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, conduct its business and shall cause each the businesses of its Subsidiaries to be conducted only in, and the Company and its Subsidiaries toshall not take an action except in, conduct its business in the ordinary course of business and in a manner consistent with past practice practice, and (ii) the Company shall use its commercially all reasonable efforts effort to preserve substantially intact the business, assets and business organization of the Company and its Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its Subsidiaries and to preserve the current beneficial present relationships of the Company and the Company its Subsidiaries with any Person customers, suppliers and other persons with which the Company or any Company Subsidiary of its Subsidiaries has material significant business relations (including customersrelations. By way of amplification and not limitation, suppliers, directors, officers and key employees). Except except as contemplated by this Agreement or as required by this Agreement, as may be required by applicable Law the UK Purchase Agreement or as set forth in Section 6.01 of the Company Disclosure Scheduledescribed on SCHEDULE 6.01, neither the Company nor any Company Subsidiary of its Subsidiaries shall, between during the period from the date of this Agreement and continuing until the Merger earlier of the termination of this Agreement or the Effective Time, do directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (a) amend or otherwise change any provision the Certificate of Incorporation or By-Laws of the Company Charter or Company Bylaws, or similar organizational or governance documentsdocuments of any of its Subsidiaries; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer or agree or commit to issue, sell, dispose of, grant or, except in connection with any financings in connection with the transactions contemplated by the UK Purchase Agreement and the acquisition of a majority interest in Xpedite Germany, pledge or transfer encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of any shares of any class of capital stock of the Company or any Company Subsidiary class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest, of ) in the Company or any Company Subsidiary, other than of its Subsidiaries (except for the issuance of shares of Company Common Shares Stock issuable pursuant to stock options which were granted under the Company Stock Awards Option Plans and are outstanding on the date hereof, in accordance with the terms of the Company Stock Option Plans); (c) sell, pledge, dispose of or encumber any assets of the Company or any of its Subsidiaries (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practice, (ii) repurchase, redeem dispositions of obsolete or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awardsworthless assets, (iii) sales of other assets not in excess of $100,000 in the aggregate, and (iv) in connection with any financings related to the consummation of the transactions contemplated by the UK Purchase Agreement or the acquisition of a majority interest in Xpedite Systems, GmbH ("Xpedite Germany")); (d) (i) declare, set aside aside, make or pay any dividends on, dividend or make any other actual, constructive or deemed distributions distribution (whether in cash, shares, stock or property or otherwiseany combination thereof) in respect ofof any of its capital stock, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary except that is not directly or indirectly a wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or may declare and pay a dividend to its parent, (ivii) split, combine or reclassify any shares, of its capital stock or other equity interests of the Company or any Company Subsidiary or issue or authorize or propose the issuance of any other securities or property in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries, including, without limitation, shares of Company Common Stock or any option, warrant or right, directly or indirectly, to acquire shares of Company Common Stock, or provide that upon the exercise or conversion of any such sharesoption, stock warrant or other equity interestsright the holder thereof shall receive cash, or propose to do any of the foregoing; (ce) merge or consolidate except in connection with the consummation of the transactions contemplated by the UK Purchase Agreement and the acquisition of a majority interest in Xpedite Germany and any other Person or adopt a plan of complete or partial liquidation, dissolution, financings related thereto (i) acquire (by merger, consolidation, restructuringor acquisition of stock or assets) any corporation, recapitalization partnership or other reorganization of the Company business organization or division or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or equity interest therein; (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities securities, except for short-term, working capital and commercial paper borrowings not in excess of $1,000,000 in the aggregate for the Company and its Subsidiaries, taken as a whole at any one time outstanding incurred in the ordinary course of business consistent with past practice and except for the intercompany indebtedness between the Company and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries, or assume, guarantee or endorse, endorse or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed moneyor, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), make any loans or advances; (iii) enter into or amend any material contract or agreement; (iv) authorize any capital expenditures or purchase of fixed assets, in the aggregate, in excess of $1,000,000 per month for the Company and its Subsidiaries taken as a whole; (v) make any loan to, or investment in, any Minority Affiliate or XSL, other than business transactions with Minority Affiliates or XSL in the ordinary course of business; or (vi) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this SECTION 6.01; (i) increase the compensation payable or to become payable to its officers or employees, except for increases in salary or wages of employees of the Company or its Subsidiaries who are not officers of the Company in the ordinary course of business in accordance with past practice and except for increases in salary or wages as provided for in employment agreements; (ii) amendgrant any severance or termination pay to, changeor enter into or amend any employment or severance agreement with any director, terminate officer or waive other employee of the Company or any rights under any Employment Agreement of its Subsidiaries; or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with for the benefit of any directorcurrent or former directors, officer officers or employee (other than with respect to (A) agreements for new hires of non-executive officers employees, except, in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plancase, as may be required by law; (g) pre-pay any long-term debt (which shall except as may be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken required as a wholeresult of a change in law or in generally accepted accounting principles, except in the ordinary course take any action to change accounting policies or procedures (including, without limitation, procedures with respect to revenue recognition, payments of business consistent with past practice accounts payable and in accordance with the terms collection of such debtaccounts receivable); (h) except as required by Law make any material tax election inconsistent with past practice or changes in GAAP settle or SAP which become effective after the date compromise or amend any material federal, state, local or foreign tax liability or agree to an extension of this Agreement, materially change any a statute of its accounting policies (whether for financial accounting or Tax purposes)limitations; (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle discharge or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any the payment, discharge, settlement discharge or satisfaction in the ordinary course of business and consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid liabilities reflected or to be paid, except reserved against in the case of policyholder claims, (i) are covered by insurance coverage maintained by financial statements contained in the Company SEC Reports filed prior to the date of this Agreement or (ii) are in an amount less than Five Million Dollars ($5,000,000) incurred in the aggregateordinary course of business and consistent with past practice; (j) offer employment to any person as an officer of the Company, or promote any existing employee to such office; (k) take settle or agree to a final settlement of any litigation against the Company or any of its Subsidiaries for an amount in excess of $450,000; (l) amend or grant waivers or approvals in its discretion under the UK Purchase Agreement (other than converting the purchase price and other dollar denominated provisions contained therein to Pounds Sterling provisions at an agreed upon conversion rate); or (m) take, or agree in writing or otherwise to take, any of the actions described in SECTIONS 6.01(a) through (l) above, or any action that which would cause make any of the representations or warranties of the Company contained herein to become inaccurate in any material respect this Agreement untrue or any of the covenants of incorrect or prevent the Company to be breached in any material respect from performing or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of cause the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required not to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or perform its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoingcovenants hereunder.

Conduct of Business by the Company Pending the Merger. From The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the Merger Effective Timeearlier of the termination of this Agreement or the Offer Completion Date, unless Parent shall otherwise agree in writing, and except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 5.1 of the Company Disclosure Schedule Letter or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent)as contemplated hereby, the Company shall, shall conduct its business and shall cause each the businesses of its Subsidiaries to be conducted only in, and the Company and its Subsidiaries toshall not take any action except in, conduct its business in the ordinary course of business and in a manner consistent with past practice practice; and the Company shall use its commercially reasonable commercial efforts to preserve substantially intact the business, assets and business organization of the Company and its Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its Subsidiaries and to preserve the current beneficial present relationships of the Company and the Company its Subsidiaries with any Person customers, suppliers and other persons with which the Company or any Company Subsidiary of its Subsidiaries has material significant business relations (including customersrelations. By way of amplification and not limitation, suppliers, directors, officers and key employees). Except except as required contemplated by this Agreement, or as may be required by applicable Law law or as set forth in Section 6.01 rule of the Company Disclosure Scheduleany stock exchange or over-the-counter market, neither the Company nor any Company Subsidiary of its Subsidiaries shall, between during the period from the date of this Agreement and continuing until the Merger Effective Timeearlier of the termination of this Agreement or the Offer Completion Date, do and except as set forth in Section 5.1 of the Company Disclosure Letter, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (a) amend Amend or otherwise change any provision the Company's certificate of the Company Charter incorporation or Company Bylawsby-laws, or similar organizational amend the Rights Agreement or governance documentsreduce the rights issued thereunder; (b) (i) authorize for issuance, issueIssue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, grant or transfer or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of capital stock of the Company or any Company Subsidiary class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest) in the Company, any of its Subsidiaries or affiliates (except for the issuance of shares of Company Common Stock issuable pursuant to Options under the Option Plans, which options are outstanding on the date hereof; PROVIDED that the occurrence of a separation of the rights under the Rights Agreement, and the related issuance of shares of Company Common Stock to the Company's stockholders thereunder shall not be deemed a breach of this Agreement to the extent that (i) the occurrence of such separation occurred as a result of an unsolicited acquisition of Company Common Stock by a third party, and (ii) such acquisition did not occur as a result of the Company breaching Section 5.2 hereof; (c) Sell, pledge, dispose of or encumber any assets of the Company or any Company Subsidiary, other than of its Subsidiaries (except for (i) sales of inventory in the issuance ordinary course of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereofbusiness and in a manner consistent with past practice, (ii) repurchasedispositions of obsolete or worthless assets, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, and (iii) declaresales of assets not in excess of $1,000,000 in the aggregate); (i) Declare, set aside aside, make or pay any dividends on, dividend or make any other actual, constructive or deemed distributions distribution (whether in cash, shares, stock or property or otherwiseany combination thereof) in respect ofof any of its capital stock, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company except that a wholly-owned Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or may declare and pay a dividend to its parent, (ivii) split, combine or reclassify any shares, of its capital stock or other equity interests of the Company or any Company Subsidiary or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) except as required by the terms of any security as in effect on the date hereof or expressly permitted hereunder, amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of its subsidiaries, including, without limitation, shares of Company Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such sharessecurities, stock or propose to do any of the foregoing, or (iv) settle, pay or discharge any claim, suit or other action brought or threatened against the Company with respect to or arising out of a stockholder equity interestsinterest in the Company; (ci) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, Acquire (by merger, consolidation, restructuringor acquisition of stock or assets) any corporation, recapitalization partnership or other reorganization of the Company business organization or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or division thereof; (ii) incur any indebtedness for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of businessborrowed money, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee (other than guarantees of the Company's Subsidiaries entered into in the ordinary course of business) or endorse, endorse or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed moneyperson, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to make any credit agreement to which the Company loans or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a wholeadvances, except in the ordinary course of business consistent with past practice and practice; or (iii) commit to make any capital expenditures or purchases of fixed assets which are, in the aggregate, in excess of $7,000,000; PROVIDED that the Company shall consult with Parent with respect to any such commitment in excess of $1,000,000; or (iv) enter into or materially amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited in this Section 5.1(e); (f) Except as set forth in Section 5.1 of the Company Disclosure Letter, increase the compensation or severance payable or to become payable to its directors, officers or employees, except for increases in salary or wages of employees of the Company or its Subsidiaries (who are not directors or executive officers of the Company) in accordance with past practices, or grant any severance or termination pay (except payments required to be made under obligations existing on the date hereof in accordance with the terms of such debtobligations) to, or enter into any employment or severance agreement with, any employee of the Company or any of its Subsidiaries, except for agreements with new employees entered into in the ordinary course of business and providing for annual base and bonus compensation not to exceed $150,000, or establish, adopt, enter into or amend any collective bargaining agreement, Plan (within the meaning of Section 3.14 of this Agreement), trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except, in each case, as may be required by law or as would not result in a material increase in the cost of maintaining such collective bargaining agreement, Plan, trust, fund, policy or arrangement; (g) Take any action to change accounting policies or procedures (including, without limitation, procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable), except as required by a change in GAAP or SEC position occurring after the date hereof; (h) except as required by Law Except in the ordinary course of business, make any Tax election or changes in GAAP settle or SAP which become effective after the date of this Agreementcompromise any material United States federal, materially change any of its accounting policies (whether for financial accounting state, local or non-United States Tax purposes)liability; (i) authorizePay, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle discharge or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $1,000,000 in the aggregate, other than any the payment, discharge, settlement discharge or satisfaction in the ordinary course of business and consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid liabilities reflected or to be paid, except reserved against in the case financial statements contained in the Company Reports or incurred in the ordinary course of policyholder claimsbusiness and consistent with past practice; or (j) Take, or agree in writing or otherwise to take, any of the actions described in Sections 5.1(a) through (i) are covered by insurance coverage maintained by the Company above, or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that which would cause make any of the representations or warranties of the Company contained herein to become inaccurate in any material respect this Agreement untrue or any of the covenants of incorrect or prevent the Company to be breached in any material respect from performing or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of cause the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required not to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or perform its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoingcovenants hereunder.

Conduct of Business by the Company Pending the Merger. From (a) Between the date of this Agreement until and the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 6.01(a) of the Company Disclosure Schedule Letter or except with the prior written consent as specifically required by another provision of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent)this Agreement, the Company shall, and shall cause each of the Company Subsidiaries Subsidiary to, (i) conduct its business in in, and not take any action except in, the ordinary course consistent with past practice of business; and shall (ii) use its commercially reasonable best efforts to preserve substantially intact the business, assets and business organization of the Company and the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company Subsidiaries and the Subsidiaries, and to preserve preserve, in all material respects, the current beneficial relationships of the Company and the Company Subsidiaries with any Person customers, franchisees, licensees, suppliers and other persons with which the Company or any Company Subsidiary has material business relations relations. (including customersb) Without limiting the foregoing, suppliers, directors, officers and key employees). Except except as required by this Agreement, as may be required by applicable Law Agreement or as set forth disclosed in Section 6.01 6.01(b) of the Company Disclosure ScheduleLetter, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, directly or indirectly, do or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (ai) amend make, revoke or otherwise change any provision Tax election, change any method of Tax accounting, settle, compromise or incur any liability for Taxes, fail to timely file any Tax Return that is due, file any amended Tax Return or claim for refund, surrender any right to claim a Tax refund, or consent to any extension or waiver of the Company Charter statute of limitations period applicable to any Tax claim or Company Bylaws, or similar organizational or governance documentsassessment; (bii) change the accounting principles used by it unless required by a change in GAAP or any Governmental Authority; (iA) authorize except for issuanceshort-term borrowings incurred in the ordinary course of business under the existing credit facility, issue, sell, pledge, dispose of, grant incur or transfer or agree guarantee indebtedness for borrowed money or commit to issueborrow money, (B) guarantee any indebtedness of another person, (C) enter into any "keep well" or other contract to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or (D) make any loans or cancel, release or assign any indebtedness to any person; (iv) make any capital expenditure in excess of $1,200,000 in the aggregate; (v) subject to clause (xi), acquire, lease or license from any person (by merger, consolidation, acquisition of stock or assets or otherwise) or sell, lease, license, dispose ofor effect an Encumbrance (by merger, grant consolidation, sale of stock or transfer any shares assets or otherwise), of any class assets other than inventory in the ordinary course of capital stock business; (vi) change any compensation arrangement or contract with any present or former Employee (except for increases in the base salaries of employees other than officers or senior managers in the ordinary course of business), officer, director, consultant, stockholder or other service provider of the Company or any Company Subsidiary or grant any optionsseverance or termination or change in control pay to any such present or former Employee, warrantsofficer, convertible securities director, consultant, stockholder or other rights of service provider or increase any kind benefits payable under any severance or termination or change in control pay policies or establish, amend or terminate any Plan or increase benefits made or proposed to acquire any shares of be made under such capital stockPlan, except as required by applicable Law or any other ownership interest, of the Company or grant any Company SubsidiaryStock Awards or other awards under any Company Stock Award plan, other than the issuance of Company Common Shares issuable (A) required pursuant to Company Stock Awards outstanding the terms of any Plan as in effect on the date hereof, of this Agreement or (iiB) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, required by Law; (iiivii) declare, set aside or pay any dividends on, dividend or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in distribution with respect of, any shares to Equity Interests of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any Subsidiary, or otherwise make any payments to stockholders in their capacity as such, other Company than dividends declared or paid by any Subsidiary to any other wholly owned Subsidiary or to the Company; (viii) effect a "plant closing" or "mass layoff," as those terms are defined in the Worker Adjustment and Retraining Notification Act; (Bi) dividend equivalents already accrued except as of the date hereof and paid with respect otherwise required pursuant to Company Stock Awards outstanding on the date hereof and an existing contract set forth in on Section 6.01(b4.03(a) of the Company Disclosure Schedule Schedule, issue, deliver, sell, pledge, transfer, convey, dispose or permit the imposition of an Encumbrance on any Equity Interests, or any options, warrants, securities exercisable, exchangeable or convertible into or other rights award, unit or contracts of any kind relating to any Equity Interest or any Right or Voting Debt other than the issuance of Shares upon the exercise of Company Stock Awards outstanding as of the date of this Agreement, (ii) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding Equity Interests or (iviii) split, combine combine, subdivide or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interestsEquity Interests; (cx) merge or consolidate with enter into any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except contract (i) that a Company Subsidiary may merge with another Company Subsidiary or an Affiliate, (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except (iii) that would have been set forth on Section 4.14(a) of the Company Disclosure Letter if in effect on the date of this Agreement or (iv) that amends, extends or terminates any of the contracts set forth on Section 4.14(a) of the Company Disclosure Letter; (xi) enter into any contract providing for the sale of Intellectual Property; (ixii) sales of investment assets by subject to Section 7.03, modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any confidentiality agreement or non-competition agreement or standstill contracts that relate to a business combination involving the Company or any of the Company Subsidiaries Subsidiaries; (xiii) take any action to render inapplicable, or to exempt any third party from, any Takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares; (xiv) lease, license, mortgage, hypothecate, pledge, sell, sublease, grant any material Encumbrance affecting and/or transfer any interest on any Owned Real Property or Leased Real Property, or enter into any amendment, extension or termination of any leasehold interest in the ordinary course of business consistent with past practice, any Leased Real Property or create any new leasehold interest in any Leased Real Property; (iixv) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments except as set forth in Section 6.01(d) 7.03, take any action that is intended or would reasonably be expected to result in any of the Company Disclosure Schedule or (v) conditions to the Merger set forth in an amount Article VIII not in excess of Five Million Dollars ($5,000,000) in the aggregatebeing satisfied; (exvi) incur make any indebtedness for borrowed money or issue any debt securities or assumeacquisition of, guarantee or endorsecapital contributions to, or otherwise as an accommodation become responsible forinvestment in, the obligations assets or stock of any person (other than a Company any wholly owned Subsidiary) for borrowed money(whether by way of merger, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility consolidation, tender offer, share exchange or other similar lines of creditactivity); (fxvii) except as required by the terms of the Plans merge or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees consolidate with any person (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), mergers among wholly owned Subsidiaries; (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iiixviii) establish, adopt, enter into or materially amend to materially increase benefits under any collective bargainingbargaining contract; (xix) waive, bonusrelease, profit sharingassign, thriftsettle or compromise any material claims, compensationor any material litigation or arbitration; (xx) satisfy, stock optiondischarge, restricted stockwaive or settle any material liabilities, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planbusiness; (gxxi) pre-pay any long-term debt (which shall be deemed fail to include pre-payments maintain in full force and effect or repayments of lines of credit facilities fail to use commercially reasonable efforts to replace or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting renew insurance policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries existing as of the date of this Agreement; (mxxii) (A) amend, change, cancel, terminate amend the certificate of incorporation or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation Sby-K laws of the Securities Act or Company; (Bxxiii) do any other thing that would have required disclosure under Section 4.08; or (xxiv) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported contract by the Company pursuant to Item 404 or any of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment Subsidiaries to do any of the foregoing. Notwithstanding the foregoing, Parent and Merger Sub acknowledge that the Company may enter into licenses in the ordinary course of business on terms determined in good faith by the Company to be fair and reasonable to the Company.

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the The Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, covenants and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve substantially intact the business, assets and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shallagrees that, between the date of this Agreement and the Merger Effective Time, do any earlier of the following without Effective Time and the prior written consent of Parentdate, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as may be required by Law, (b) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (c) as may be expressly permitted pursuant to this Agreement, including effecting the Recapitalization or Pre-Merger Special Distribution, as the case may be, or (d) as set forth in Section 6.1 of the Company Disclosure Schedule, (x) the business of the Company and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in the ordinary course of business and in a manner consistent with past practice in all material respects and the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact and maintain existing relations with Governmental Authorities, top customers, suppliers, distributors, licensees, licensors, creditors, landlords, employees and other person with whom the Company maintains a material business relationship; provided, however, that consent no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Parent this Section 6.1 shall be deemed to have been given if Parent does a breach of this sentence unless such action would constitute a breach of such specific provision; and (y) the Company shall not object within three (3) Business Days after request except for such consent is actually received by Parent.any actions taken in connection with the Distribution or the Recapitalization or Pre-Merger Special Distribution, as the case may be): (a) except as set forth in Section 6.16 to effect the Recapitalization or Pre-Merger Special Distribution, as the case may be, amend or otherwise change any provision the Restated Certificate of Incorporation, as amended, or the Bylaws, as amended, of the Company Charter (or Company Bylaws, or similar such equivalent organizational or governance documentsgoverning documents of any of its Subsidiaries); (b) (i) authorize except for issuancetransactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, including any actions taken in connection with the Recapitalization or Pre-Merger Special Distribution, as the case may be, issue, sell, pledge, dispose ofdispose, grant encumber, grant, confer or transfer or agree or commit to issue, sell, dispose of, grant or transfer award any shares of any class of its or its Subsidiaries’ capital stock of the Company or any Company Subsidiary stock, or any options, warrants, restricted stock units, convertible securities or other rights of any kind to acquire any shares of such its or its Subsidiaries’ capital stock, stock or take any action not otherwise contemplated by this Agreement to cause to be exercisable any otherwise unexercisable option under any existing stock plan (except as otherwise provided by the terms of any unexercisable options or other ownership interest, of the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards equity awards outstanding on the date hereofhereof or otherwise permitted to be granted under clause (iii), (iiiv) repurchaseor (v) below); provided, redeem or otherwise acquire any securities or equity equivalents except in connection with however that (i) the Company may issue shares upon the exercise of any Company Stock Options Option outstanding as of the date hereof; (c) except as necessary to effect the Recapitalization or Pre-Merger Special Distribution, as the vesting of Company Stock Awardscase may be, (iiii) declare, set aside authorize, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, sharesstock, property or otherwise) in , with respect of, any shares of to the Company’s or any of its Subsidiaries’ capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Companystock, other than (A) dividends paid by any direct or indirect wholly owned Subsidiary of the Company Subsidiary to the Company or any other Company wholly owned Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule Company, or (ivii) split, combine combine, or reclassify any shares, of its capital stock or other equity interests of the Company or any Company Subsidiary Company, or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for of shares of such shares, capital stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregateCompany; (d) sell, lease, license, subject except as required pursuant to a Lien (other than a Permitted Lien) existing written agreements or otherwise surrender, relinquish or dispose of any assets or property Company Benefit Plans in effect as of the Company date hereof, or any Company Subsidiary other than written agreements for newly hired employees entered into in the ordinary course of business, except for or as otherwise required by Law, (i) sales materially increase the compensation or other benefits payable or to become payable to employees, directors or executive officers of investment assets by the Company or any of the Company its Subsidiaries except in the ordinary course of business consistent with past practicepractice (including, for this purpose, the normal salary, bonus and equity compensation review process conducted each year), (ii) transfers and pledges of assets in connection with the conduct grant any severance or termination pay to, or enter into any severance agreement with, any employee, director or executive officer of the insurance businessCompany or any of its Subsidiaries, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, other than in the ordinary course of business consistent with past practice, (iii) sales enter into any employment agreement with any employee or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) executive officer of the Company Disclosure Schedule or (vexcept (x) in an amount not in excess of Five Million Dollars to the extent necessary to replace a departing employee, ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiaryy) for borrowed moneyemployment agreements terminable on less than thirty (30) days’ notice without penalty, other than indebtedness and (z) for borrowed money incurred in the ordinary course extension of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made employment agreements in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iiiiv) establish, adopt, enter into or amend to materially increase benefits under any collective bargainingbargaining agreement except as may be required by Law; (e) acquire, bonuswhether by purchase, profit sharingmerger, thriftconsolidation, compensation, stock option, restricted or acquisition of stock, pensionassets, retirementproperties, deferred compensationinterests or businesses or make any investment in (whether by purchase of stock or securities, employmentcontributions to capital, loanloans to or property transfers), retentionany corporation, consultingpartnership, indemnificationlimited liability company, terminationother business organization or any division or any material amount of assets thereof, severance or other similar plana material license therefor, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers except in the ordinary course of business business, consistent with past practice that do not provide any change in control benefits and (B) each award under or pursuant to existing Contracts to which the Company’s Performance Incentive Plan and the Company’s Long Term Incentive PlanCompany is a party; (gf) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and practice, enter into, amend or terminate any lease or sublease of real property, including any Company Lease (whether as a lessor, sublessor, lessee or sublessee) or fail to exercise any right to renew any lease or sublease of real property; (g) sell or grant a license in accordance or otherwise subject to any encumbrance or otherwise dispose of any material properties or assets, including Company Intellectual Property Rights, other than the granting of nonexclusive licenses in the ordinary course of business consistent with the terms of such debtpast practice; (h) except as required by Law grant any sublicense rights to any customer of the Company with respect to any Company product or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes)services; (i) authorizemake any loans or advances, otherwise incur any long-term indebtedness for borrowed money or enter into guarantee any commitment for, such indebtedness for any new material capital expenditures person (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement a Company subsidiary) except for indebtedness (i) for borrowed money incurred pursuant to agreements in effect prior to the execution of this Agreement or satisfaction (ii) as otherwise required in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claimsincluding advances / reimbursements to employees for routine business and travel expenses); (j) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the enter into a Contract which would be considered a Company or Material Contract, (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations modify, amend or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K where such modification, amendment or termination would have a value in excess of the Securities Act $10,000, or (Biii) enter into waive, release or assign any new contract, agreement rights or arrangement that would be required to be filed as an exhibit to the claims having a value in excess of $10,000 under a Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, exceptMaterial Contract, in each case, as required by applicable Lawother than in the ordinary course of business; (i) pay, discharge, settle or satisfy any claims or legal proceedings with a settlement value in excess of $150,000, (ii) waive, release, grant or transfer any right of material value other than in the ordinary course of business consistent with past practice, or (iii) surrender commence any right to claim a material refund legal action or proceeding where the amount claimed is in excess of Taxes; (o) enter into (i) $50,000, except in each case for any agreement or arrangement that would be required to be reported by settlement solely for cash and for which the Company pursuant to Item 404 has no liability or material ongoing obligation (other than execution of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliatesa customary release; or (pl) enter into any agreement or otherwise make a commitment Contract to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company agrees that, between the date of this Agreement until and the Merger Effective Time, except as required expressly contemplated by this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or except with Schedule, the prior written consent businesses of Parentthe Company and the Subsidiaries shall be conducted only in, which consent and the Company and the Subsidiaries shall not be unreasonably withheldtake any action except in, delayed or conditioned (provided that consent the ordinary course of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent)business and in a manner consistent with past practice and in compliance with applicable Law, and the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable best efforts to preserve substantially intact the business, assets and business organization of the Company and the Subsidiaries, to preserve the assets and properties of the Company and the Subsidiaries in good repair and condition and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person customers, suppliers and other persons with which the Company or any Company Subsidiary has material business relations (including customersrelations, suppliersin each case in the ordinary course of business and in a manner consistent with past practice. By way of amplification and not limitation, directors, officers and key employees). Except except as required expressly contemplated by any other provision of this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, the Company agrees that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, do directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (a) amend or otherwise change any provision its Certificate of the Company Charter Incorporation or Company Bylaws, or similar organizational or governance documents; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant grant, encumber, license or transfer otherwise subject to any Lien, or agree or commit to issueauthorize such issuance, sellsale, dispose ofpledge, disposition, grant or transfer encumbrance of or subjection to such Lien, (i) any shares of any class of capital stock of the Company or any Company Subsidiary Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of the Company or any Company Subsidiary, other than Subsidiary (except for the issuance of Company Common Shares issuable pursuant to Company Stock Awards employee stock options outstanding on the date hereofhereof and granted under Company Stock Option Plans as in effect on the date hereof in the ordinary course of business and in a manner consistent with past practice), or (ii) repurchaseany Properties or other assets of the Company or any Subsidiary, redeem or otherwise acquire any securities or equity equivalents except assets (other than Properties) that are not material in connection the ordinary course of business and in a manner consistent with the exercise of Company Stock Options or the vesting of Company Stock Awards, past practice; (iiic) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, sharesstock, property or otherwise) in , with respect ofto any of its capital stock, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) except for dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and Subsidiary; (Bd) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) reclassify, combine, split, combine subdivide or reclassify redeem, or purchase or otherwise acquire, directly or indirectly, any shares, capital stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interestsSubsidiary; (ci) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, acquire (including by merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests stock or assets or any other business combination) by the Company any corporation, partnership, other business organization (or any Company Subsidiary of division thereof) or any Person providing for purchase price consideration (including any related amounts property or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sellasset, lease, license, subject to a Lien except assets (other than a Permitted Lienreal property) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business and in a manner consistent with past practice, and other assets (other than real property) that do not exceed $1,500,000 in the aggregate; (ii) transfers and pledges of assets in connection with the conduct of the insurance businessrepurchase, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance repay or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money Indebtedness, or issue any debt securities or assume, guarantee assume or endorse, or otherwise as an accommodation become responsible for, the obligations of any person person, or make any loans or advances, or grant any security interest in any of its assets; (other than a Company Subsidiaryiii) for borrowed moneyauthorize, or make any commitment with respect to, any capital expenditure, other than indebtedness for borrowed money incurred maintenance expenditures at existing Properties in the ordinary course of business and pursuant consistent with past practice; (iv) acquire, enter into or extend any option to acquire, or exercise an option to acquire, real property or commence construction of, or enter into any credit agreement Contract to which the Company develop or construct, other real estate projects; (v) enter into any Company Subsidiary is a party as new line of business; (vi) expend or utilize any portion of the date of this Agreement Initial Reserve Amount or the Secondary Reserve Amount, or (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or vii) make investments in persons other similar lines of credit)than wholly owned subsidiaries; (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation payable or to become payable or the benefits payable provided to its current or former directors, officers or employees (other than employees, except for increases for employees or officers below the level of senior vice president made in compensation in the ordinary course of business and in a manner consistent with past practice), ; (ii) amendgrant any retention, changeseverance or termination pay to, terminate or waive enter into any rights under employment, bonus, change of control or severance agreement with, any Employment Agreement current or former director, officer or other employee of the Company or of any Subsidiary; (iii) establish, adopt, enter into into, terminate or amend to materially increase benefits under any collective bargainingPlan or establish, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance adopt or other similar enter into any plan, agreement, program, policy, trust, fund, policy fund or other arrangement with that would be a Plan if it were in existence as of the date of this Agreement for the benefit of any director, officer or employee except as required by Law; (iv) loan or advance any money or other property to any current or former director, officer or employee of the Company or the Subsidiaries; or (v) grant any equity or equity based awards (PROVIDED that equity awards may be transferred in accordance with the terms of the applicable plan document or agreement); (g) make any change (or file for such change) in any method of Tax accounting; (h) make, change or rescind any material Tax election, file any amended Tax Return, except as required by applicable Law, enter into any closing agreement relating to Taxes, waive or extend the statute of limitations in respect of Taxes (other than with respect pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business) or settle or compromise any material United States federal, state or local income Tax liability, audit, claim or assessment, or surrender any right to claim for a Tax Refund; (Ai) agreements for new hires pay, discharge, waive, settle or satisfy any claim, liability or obligation that is not an Action, other than repayments of non-executive officers Indebtedness under the Credit Agreement and the payment, discharge, waiver, settlement or satisfaction, in the ordinary course of business and consistent with past practice practice; (j) waive, release, assign, settle or compromise any pending or threatened Action (i) requiring payment by the Company or any Subsidiary in excess of $100,000 individually or $500,000 in the aggregate or (ii) that do not provide is brought by any change current, former or purported holder of any securities of the Company in control benefits its capacity as such and that (A) requires any payment to such security holders by the Company or any Subsidiary or (B) each award under adversely affects in any material respect the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments ability of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as to conduct their business in a whole, except manner consistent with past practice; (k) other than in the ordinary course of business and in a manner consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claimspractice, (i) are covered by insurance coverage maintained by amend, modify or consent to the Company termination of any Material Contract other than the terms and conditions of the Stock Option Plans required to effectuate the provisions set forth in Section 2.04 or (ii) are in an amount less than Five Million Dollars ($5,000,000) in amend, waive, modify or consent to the aggregate; (k) take any action that would cause any termination of the representations or warranties of the Company contained herein to become inaccurate in any material respect Company's or any of Subsidiary's rights thereunder; PROVIDED that the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions exception set forth in Section 8.02above shall not be applicable to any Third Party Flag Agreement, Franchise Agreement or Management Agreement; (l) create make any expenditure in connection with any advertising or have any subsidiary marketing, or adopt, renew, terminate, change, or increase the liability or other obligations of the Company other than or any Subsidiary under, any operating standards, loyalty programs or amenity packages relating to the Prime Hotels and Resorts, AmeriSuites or Wellesley Inns & Suites brands; (m) fail to maintain in full force and effect the existing insurance policies covering the Company and the Subsidiaries as and their respective properties, assets and businesses or fail to preserve or protect their rights in all material Intellectual Property used in the business of the Company or its Subsidiaries; (n) enter into, amend, modify or consent to the termination of any Contract that would be a Material Contract or transaction that would be required to be set forth in Section 3.17(c) of the Company Disclosure Schedule if in effect on the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From 5.1 The Company agrees that, between the date of this Agreement until and the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 5.1 of the Company Disclosure Schedule or except with as expressly contemplated by any other provision of this Agreement, (a) the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each businesses of the Company and the Company Subsidiaries toshall be conducted only in, conduct its business in and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and practice; and (b) the Company shall use its commercially reasonable efforts to preserve substantially intact the businessbusiness organization of the Company and the Company Subsidiaries, assets to keep available the services of the key current officers, employees and organization consultants of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person customers, suppliers and other persons with which the Company or any Company Subsidiary has material significant business relations (including customersrelations. 5.2 In addition, suppliersand without limiting the foregoing, directors, officers and key employees). Except except as required expressly permitted by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 5.1 of the Company Disclosure ScheduleStatement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, do directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (a) amend or otherwise change any provision the Articles of Incorporation or Bylaws of the Company Charter or any Company Bylaws, or similar organizational or governance documentsSubsidiary; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose ofpledge, disposition, grant or transfer encumbrance of (i) any Company Shares (except upon exercise of currently outstanding stock options) or of shares of any class of capital stock of the Company or any Company Subsidiary Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, or (ii) repurchaseany assets of the Company or any Company Subsidiary, redeem or otherwise acquire any securities or equity equivalents except for (x) granting of Permitted Liens in connection the ordinary course of business and in a manner consistent with the exercise of Company Stock Options or the vesting of Company Stock Awardspast practice, (iiiy) for sales, pledges, disposals or encumbrances of assets not involving $100,000 in the aggregate, or (z) sales of assets in the ordinary course of business; (c) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, sharesstock, property or otherwise) in , with respect of, to any shares of the Company’s capital stock stock, except for quarterly cash dividends with respect to the Company’s Shares not in excess of $0.11 per share, with usual declaration, record, and payment dates; (d) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the shares of stock Company’s capital stock; (e) (i) incur any indebtedness for borrowed money, except as may be permitted under existing Company or other equity interests in any Company Subsidiary that is not directly credit agreements, or indirectly wholly owned by the Company, guarantee any such indebtedness of another person (other than (A) dividends by any such indebtedness or guarantees among the Company and the direct or indirect wholly owned Company Subsidiary to Subsidiaries or among the direct and indirect wholly owned Company Subsidiaries), issue or sell any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule debt securities or (iv) split, combine or reclassify any shares, stock warrants or other equity interests rights to acquire any debt securities of the Company or any Company Subsidiary Subsidiary, guarantee any debt securities of another Person, or issue or authorize enter into any arrangement having the issuance economic effect of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries foregoing, except, for (A) short-term borrowings (I) incurred in the ordinary course of business consistent with past practicepractice or (II) for working capital purposes, or (B) indebtedness incurred in connection with capital expenditures permitted by Section 5.2(f), or (ii) transfers and pledges of assets in connection with the conduct of the insurance businessmake any loans, including pursuant advances or capital contributions to, or investments in, any other person, other than to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales Company or transfers of assets between any direct or indirect wholly owned Company SubsidiariesSubsidiary; (f) (i) acquire (including, (ivwithout limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) pursuant to existing written contracts any corporation, partnership, other business organization or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule any division thereof, or (vii) authorize, or make any commitment with respect to, any capital expenditure other than those capital expenditures in an amount not in excess of Five Million Dollars ($5,000,000) 500,000 in the aggregate; (eg) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred except in the ordinary course of business and pursuant to any credit agreement to which the Company consistent with past practices or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, Law: (i) increase the compensation payable or to become payable or the benefits payable provided to its employees, directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice)officers, (ii) amendexcept as required by any existing agreement or Plan that has been disclosed in connection herewith, changegrant any severance or termination pay to, terminate or waive enter into any rights under employment or severance agreement with, any Employment Agreement employee, director, or officer, or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with for the benefit of any director, officer or employee (group of employees; provided, however, that notwithstanding Section 5.2(g)(i) above, executive officers who are parties to Executive Officer Agreements with the Company shall not be granted any increase in their base salary other than a cost of living increase of no more than three percent (3%). (h) except as required under any existing agreement that has been disclosed in connection herewith, exercise its discretion with respect to or otherwise voluntarily accelerate the vesting of any Company Stock Option or any other change of control payment or premium; (Ai) agreements for new hires of non-executive officers take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planpractice, with respect to accounting policies or procedures, except as required by GAAP or applicable Law; (gj) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business and consistent with past practice and in accordance with practice, make, change or revoke any Tax election, settle or compromise any Tax liability, consent to any claim or assessment relating to an amount of Taxes or any waiver of the terms statute of such debtlimitations, change any method of Tax accounting or, file any amended Tax Return or claim for refund of material Taxes; (hk) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreementcommence, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorizesettle, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle discharge or satisfy any material litigation, arbitrations, proceedings, claimsActions, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $100,000 in the aggregate, other than any the payment, discharge, settlement discharge or satisfaction of obligations other than Actions, in the ordinary course of business and consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02practice; (l) create enter into, amend, modify or have consent to the termination of any subsidiary Material Contract, or amend, waive, modify or consent to the termination of the Company’s or any Company Subsidiary’s material rights thereunder, other than in the Company Subsidiaries as ordinary course of the date of this Agreementbusiness and consistent with past practice; (m) (A) amend, change, cancel, terminate or waive or release, fail to make in a timely manner any material respect, any rights filings with the SEC required under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act, the Exchange Act, or the rules and regulations promulgated thereunder; (n) (i) settle directly or compromise indirectly, take, or propose to take, without the prior written consent of the Parent, any action with the intent to cause or which is reasonably likely to cause the Company’s representations and warranties in Article 3 to be untrue in any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes;respect; or (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any binding agreement or otherwise make a commitment commitment, to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing (including by electronic mail), the Company shall conduct its business and shall cause the businesses of its Subsidiaries to be conducted only in, and the Company shall not take any action except in, and shall cause its Subsidiaries not to take any action except in, the ordinary course of business and in a manner consistent with past practice and in compliance in all material respects with all applicable laws and regulations; and the Company shall use reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its Subsidiaries and to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers, distributors and other persons with which the Company or any of its Subsidiaries has significant business relations. Parent and the Company agree that the individuals identified in Section 5.1(a) of the Disclosure Schedule shall be authorized to provide the agreement of Parent to the various acts of the Company contemplated by this Section 5.1 during the period from the date of this Agreement until the Merger earlier of the termination of this Agreement or the Effective Time. By way of amplification and not limitation, except as required expressly contemplated by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company not permit its Subsidiaries to, conduct its business in during the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve substantially intact the business, assets and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shall, between period from the date of this Agreement and continuing until the Merger earlier of the termination of this Agreement or the Effective Time, do directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.as contemplated above: (a) amend or otherwise change any provision of the Company Charter or Company Bylaws, Bylaws or similar organizational or governance documentsthe Subsidiary Documents; (b) (i) authorize for issuance, issue, sell, pledge, redeem, accelerate rights under, dispose of or encumber, or authorize the issuance, sale, pledge, redemption, acceleration of rights under, disposition or encumbrance of, grant or transfer or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of capital stock of the Company or any Company Subsidiary class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest) in the Company, any of its Subsidiaries or affiliates, other than (i) pursuant to the exercise of currently outstanding Company Stock Options or outstanding purchase rights under the ESPP, (ii) pursuant to the exercise of the Company’s repurchase rights with respect to unvested shares held by individuals terminating employment or service with the Company or any Subsidiary, or (iii) the grant of options to purchase up to 40,000 shares of Company Common Stock under the Company Stock Plans; provided that not more than 10,000 such options may be granted to any single person and provided, further, that such options are issued at exercise prices at least equal to the fair market value per share of the Company Common Stock on the date of grant, do not include any vesting acceleration provisions other than as required by the Company Stock Plans, and vest in accordance with the Company’s standard vesting schedule under the applicable Company Stock Plan; (c) sell, pledge, dispose of or encumber any assets of the Company or any Company Subsidiary, of its Subsidiaries or suffer to exist any Lien other than Permitted Liens thereupon (other than (i) sales of inventory in the issuance ordinary course of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereofbusiness and in a manner consistent with past practice, (ii) repurchase, redeem dispositions of obsolete or otherwise acquire any securities worthless assets or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) sales of immaterial assets not in excess of $75,000) in the aggregate; (d) (i) declare, set aside aside, make or pay any dividends on, dividend or make any other actual, constructive or deemed distributions distribution (whether in cash, shares, stock or property or otherwiseany combination thereof) in respect ofof any of its capital stock, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary except that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any a direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or may declare and pay a dividend to its parent, (ivii) split, combine or reclassify any shares, of its capital stock or other equity interests of the Company or any Company Subsidiary or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries, or any option, warrant or right, directly or indirectly, to acquire any such sharessecurities, stock or propose to do any of the foregoing, other equity intereststhan pursuant to (i) the exercise of currently outstanding Company Stock Options and purchase rights under the ESPP or (ii) the exercise of the Company’s repurchase rights with respect to unvested shares held by individuals terminating employment or service with the Company or any Subsidiary; (ce) merge (i) acquire (by merger, consolidation or consolidate with acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances or capital contributions to or investments in any other Person person, except in the ordinary course of business and consistent with past practice; (iii) enter into, amend in any material respect, materially default under or waive any material right under, any material contract, agreement or side letter, any joint venture or development or marketing agreement, or any contract or agreement not entered into in the ordinary course of business consistent with past practices, or enter into, renew, fail to renew, amend or terminate any lease relating to real property, or open or close any facility; (iv) adopt or implement any stockholder rights plan; (v) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $75,000 per calendar month for the Company and its Subsidiaries taken as a whole; (vi) modify its standard warranty terms for its products or amend or modify any product warranties in effect as of the date of this Agreement in any manner that is adverse to the Company or any Subsidiary; (vii) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon other than Permitted Liens; or (viii) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 5.1(e); (f) except as set forth in Section 5.1(f) of the Disclosure Schedule, increase the compensation payable or to become payable to its directors, officers or employees (other than increases payable to non-officer employees made in the ordinary course of business consistent with past practice), make any loan, advance or capital contribution, or grant any severance or termination pay to, or enter into or (except as required by law, including as a condition of maintaining any Qualified Plan’s tax qualified status) amend any Company Employee Plan or other plan, contract, agreement or arrangement that would be a Company Employee Plan, establish, adopt, enter into or amend any collective bargaining agreement or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company or any of its Subsidiaries, pay any discretionary bonuses to any officer of the Company, materially change any actuarial assumption or other assumption used to calculate funding obligations with respect to any pension or retirement plan, or change the manner in which contributions to any such plan are made or the basis on which such contributions are determined, except, in each case, as may be required by law or contractual commitments which are existing as of the date of this Agreement and listed in Section 3.13 of the Disclosure Schedule; (g) take any action to change (i) accounting principles, policies or procedures (including procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable), (ii) the application of accounting principles, polices or procedures to the Company’s consolidated financial statements or (iii) methods of accounting, judgments, assumptions or estimates used in preparing the Company’s consolidated financial statements (including any assumption underlying, or method of calculating, any bad debt contingency or other reserve), except in each case as required by GAAP; (h) make any material Tax election inconsistent with past practice or settle or compromise any material federal, state, local or foreign Tax liability or agree to an extension of a statute of limitations, fail to file any Tax Return when due (or, alternatively, fail to file for available extensions) or fail to cause such Tax Returns when filed to be complete and accurate; or fail to pay any Taxes when due; (i) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the financial statements contained in the Filed Company SEC Documents or incurred in the ordinary course of business and consistent with past practice; (j) fail to pay accounts payable and other obligations in the ordinary course of business; (k) accelerate the collection of receivables or modify the payment terms of any receivables; (l) sell, securitize, factor or otherwise transfer any accounts receivable; (m) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger); (n) revalue in any material respect any of its assets, including writing down the value of inventory or writing off notes or accounts receivable, or restate any revenues or expenses, except in each case as required by GAAP; (io) that a Company Subsidiary may merge with another Company Subsidiary change or remove the certified public accountants of the Company; (iip) for acquisitions effect any plant closing or mass layoff, each as defined in the WARN Act; (including by way of merger, consolidation, acquisition of equity interests q) settle or assets or compromise any material legal action other business combination) than where the amounts paid by the Company in all such settlements or compromises does not exceed the amounts reflected or reserved against in the Company Balance Sheet; or (r) except as set forth on Section 5.1(r) of the Disclosure Schedule, enter into any agreement, contract or commitment of any type referred to in Section 3.6, or take, or agree in writing or otherwise to take, any of the actions described in Sections 5.1(a) through (q) above, or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts action which, if taken directly or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets indirectly by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company its Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause make any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; Sections 3.1, 3.2, 3.8(b), 3.9, 3.16(c), 3.18 (lother than subsection (a) create and the first sentence of subsection (d)) and 3.23 of this Agreement untrue or have any subsidiary of incorrect or prevent the Company other than from performing or cause the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required not to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, exceptperform its covenants hereunder, in each case, as required by applicable Law, or (iiisuch that the condition set forth in Section 7.2(b) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would not be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoingsatisfied.

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the (a) The Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, covenants and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve substantially intact the business, assets and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shallagrees that, between the date of this Agreement and the Merger Effective Time, do any earlier of the following without Effective Time and the prior written consent of Parentdate, if any, on which this Agreement is terminated in accordance with Section 8.1, except (i) as required by Law, (ii) as may be consented to in writing by Parent (which consent shall will not be unreasonably withheld, delayed conditioned or conditioned; provideddelayed), however(iii) as may be required in accordance with this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Letter, that consent the Company will, and will cause the Company Subsidiaries to, conduct in all material respects the business of Parent shall be deemed the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice and, to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parentthe extent consistent therewith, use reasonable best efforts to preserve its material assets and business organization intact in all material respects and maintain its material existing business relations and goodwill. (b) Without limiting the generality of clause (a) above, except (i) as required by Law, (ii) as may be consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), (iii) required in accordance with this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Letter, the Company will not, and will cause each Company Subsidiary not to: (A) amend or otherwise change any provision of the Company Charter or Company Bylaws, or similar organizational or governance documentsOrganizational Documents; (bB) (i) authorize for issuanceadjust, issuesplit, sellreverse split, pledgecombine, dispose ofsubdivide, grant reclassify, redeem, purchase, repurchase or transfer otherwise acquire, directly or agree indirectly, or commit to issueamend, sell, dispose of, grant or transfer any shares of any class of capital stock of the Company Company’s or any Company Subsidiary or Subsidiary’s securities, including any options, equity or equity-based compensation, restricted stock, restricted stock units, performance stock units, warrants, convertible securities or other rights of any kind to acquire any shares of such capital securities, other than in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to Company Options, Company RSUs or Company PRSUs pursuant to the terms thereof (as in effect as of the date hereof); (C) issue, sell, pledge, modify, transfer, dispose of, encumber or grant, or authorize the same with respect to, directly or indirectly, any of the Company’s or any Company Subsidiary’s securities, including any options, equity or equity-based compensation, restricted stock, restricted stock units, performance stock units, warrants, convertible securities or other rights of any kind to acquire such securities or the value of which is measured by such securities; provided, however, that the Company may issue Shares upon the exercise of Company Options or vesting and settlement of Company RSUs or Company PRSUs outstanding on the Capitalization Date as required by their respective terms; (D) declare, set aside, authorize, make or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to the Company’s or any Company Subsidiary’s securities; (1) establish, adopt, enter into, amend, modify or terminate any Benefit Plan, or any plan, program, policy, practice, agreement or other ownership interestarrangement that would be a Benefit Plan if it had been in existence on the date of this Agreement, (2) grant or pay any bonus, incentive, change in control, retention, severance, termination, tax gross-up or profit-sharing award or payment, or increase the base salary and/or cash bonus opportunity or other compensation of any current or former director, officer, employee, or individual service provider of the Company or any Company Subsidiary, other than except in each case, as required by Law or required in accordance with a Benefit Plan in effect as of the issuance date of Company Common Shares issuable pursuant to Company Stock Awards outstanding this Agreement, so long as such Benefit Plan has been disclosed as of the date of this Agreement on the date hereofCompany Disclosure Letter, (ii3) repurchaseexcept as required by any Benefit Plan in effect as of the date of this Agreement, redeem accelerate or otherwise acquire take any securities action to accelerate any payment or equity equivalents except in connection with the exercise of Company Stock Options benefit, or the vesting funding of Company Stock Awardsany payment or benefit, (iii) declarepayable or to become payable to any current or former director, set aside officer, employee or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares individual service provider of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and Subsidiary, (B4) dividend equivalents already accrued as of provide any broad-based written communication to the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests employees of the Company or any Company Subsidiary with respect to the compensation, benefits or issue other treatment they will receive following the Effective Time unless such communication is (I) approved by Parent in advance of such communication or authorize (II) required by Law, or (5) except as may be required by GAAP, materially change the manner in which contributions to such broad-based Benefit Plans are made or the basis on which such contributions are determined; (F) hire, engage, promote, or terminate (other than for cause) the employment or engagement of any employee or individual independent contractor with annual base compensation in excess of $145,000; (G) take any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act or require notice to employees, or trigger any other obligations or liabilities, under the WARN Act or any similar state, local or foreign Law; (H) make any loan or advance to (other than travel and similar advances to its employees in the ordinary course of business and consistent with past practice), or capital contribution to, or investment in, any Person (other than any wholly owned Company Subsidiary); (I) forgive any loans or advances to any officers, employees, directors or other individual service providers of the Company or any Company Subsidiary, or any of their respective Affiliates, or change its existing borrowing or lending arrangements for or on behalf of any of such Persons in accordance with an employee benefit plan or otherwise, except in the ordinary course of business in connection with relocation activities to any employees of the Company or any Company Subsidiary; (J) acquire (including by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, joint venture, other business organization, any equity interest in any of the foregoing, any real estate or all or any material portion of the assets, business or properties of any Person; (1) sell, pledge, dispose of, transfer, abandon, lease, license, mortgage, incur any Lien (other than Permitted Liens) (including under any sale-leaseback transaction or an asset securitization transaction) on or otherwise transfer or encumber any portion of the tangible or intangible assets, business, properties or rights of the Company or any Company Subsidiary except in the ordinary course of business and consistent with past practice, (2) enter into any new line of business or (3) create any new Subsidiary; (L) (1) pay, discharge or satisfy any Indebtedness that has a prepayment cost, “make whole” amount, prepayment penalty or similar obligation (other than Indebtedness incurred by the Company or any wholly owned Company Subsidiary and owed to the Company or any wholly owned Company Subsidiary) or (2) cancel any material Indebtedness (individually or in the aggregate) or settle, waive or amend any claims or rights of substantial value; (1) except for Indebtedness incurred under the Secured Promissory Note, incur, create, assume or otherwise become liable or responsible for any Indebtedness, including by the issuance of any debt security, (2) assume, guarantee, endorse or otherwise become liable or responsible for any Indebtedness of any Person, or (3) issue or sell any debt securities in respect of the Company or any Company Subsidiary, including options, warrants, calls or other rights to acquire any debt securities of the Company or any Company Subsidiary; (N) negotiate, amend, extend, renew, terminate or enter into, or agree to any amendment or modification of, or waive, release or assign any rights in lieu accordance with, any Company Material Contract, any Contract that would have been a Company Material Contract had it been entered into prior to the date of this Agreement or any Lease for any Company Leased Real Property; (O) negotiate, amend, modify, extend, enter into or terminate any Labor Agreement; (P) make any material change to the Company’s or any Company Subsidiary’s methods, policies and procedures of accounting, except as required by GAAP or Regulation S-X of the Exchange Act; (Q) make or agree to make any capital expenditure exceeding $50,000 during any fiscal quarter (except any capital expenditure that is provided for in the Company’s capital expense budget either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement, which expenditures shall be in accordance with the categories set forth in such budget); (R) write up, write down or write off the book value of any material assets except inventory adjustments in the normal course of business and/or as required by GAAP; (S) agree to or otherwise commence, release, compromise, assign, settle or resolve, in whole or in substitution for shares part, any threatened or pending Proceeding or insurance claim, other than settlements that result solely in monetary obligations involving payment (without the admission of such shareswrongdoing) by the Company or any Company Subsidiary of an amount not greater than $1,500,000 (net of insurance proceeds) in the aggregate; (T) fail to use commercially reasonable efforts to maintain in effect material insurance policies covering the Company and each Company Subsidiary and their respective properties, assets and businesses; (U) (1) sell, transfer, assign, lease, license, sublicense or otherwise dispose of (whether by merger, stock or asset sale or otherwise) to any Person (including any Affiliate) any rights to any Company Intellectual Property, other equity intereststhan licensing non-exclusive rights in the ordinary course of business consistent with past practice, (2) cancel, dedicate to the public, disclaim, forfeit, allow to lapse or abandon (except with respect to Patents expiring in accordance with their terms) any Company Intellectual Property, (3) fail to make any filing, pay any fee, or take any other action necessary to prosecute and maintain in full force and effect any Registered Company Intellectual Property, (4) make any change in Company Intellectual Property that does or would reasonably be expected to materially impair such Company Intellectual Property or the Company’s or any Company Subsidiary’s rights with respect thereto, (5) disclose to any Person (other than Representatives of Parent and Merger Sub) any Trade Secrets, know-how or confidential or proprietary information, except, in the case of confidential or proprietary information, in the ordinary course of business to a Person that is subject to reasonable and customary confidentiality obligations or (6) fail to take or maintain reasonable measures to protect the confidentiality and value of Trade Secrets included in any of the Company Intellectual Property; (cV) except as required by Law, (1) make, revoke or change any material Tax election or adopt or change any material method of Tax accounting, (2) file any amended material Tax Return, (3) settle or compromise any audit, assessment or other Proceeding relating to a material amount of Taxes, (4) request or agree to an extension or waiver of the statute of limitations with respect to federal income Taxes or other material Taxes, (5) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of any Law) with respect to any material Tax, (6) surrender any right to claim a material Tax refund, (7) knowingly fail to pay any material amount of Tax that becomes due and payable (including estimated Tax payments), or (8) incur Taxes outside of the ordinary course of business; (W) merge or consolidate the Company or any Company Subsidiary with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate;Subsidiary; or (dX) sellenter into any agreement, leasecontract, licensecommitment or arrangement to do, subject or adopt any resolutions approving or authorizing, or announce an intention to a Lien (other than a Permitted Lien) do, any of the foregoing. Notwithstanding the foregoing, nothing contained herein will give to Parent or otherwise surrenderMerger Sub, relinquish directly or dispose of any assets indirectly, rights to control or property direct the operations of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this AgreementEffective Time, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a wholeshall not be required to take any action or prohibited from taking any action required or prohibited by this Agreement if the inclusion of such requirement or prohibition in this Agreement would reasonably be expected to violate applicable Law (including any Antitrust Law). Prior to the Effective Time, except in each of Parent and the ordinary course of business Company will exercise, consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreementand conditions hereof, materially change any complete control and supervision of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholdersand its Subsidiaries’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoingrespective operations.

Conduct of Business by the Company Pending the Merger. From The Company agrees that, from the date of this Agreement until the Merger earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article VIII, except as required by this Agreementapplicable Law, as may be required by applicable Law or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule Letter or except with the prior written as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise consent of Parent, in writing (which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parentconditioned), (i) the Company shall, and shall cause each businesses of the Company and the Company Subsidiaries to, conduct its business shall be conducted in the ordinary course of business and in a manner consistent with past practice in all material aspects; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the businessbusiness organization of the Company and the Company Subsidiaries, assets to keep available the services of the current officers and organization key employees of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person Governmental Authorities, customers, suppliers and other persons with which the Company or any Company Subsidiary has material business relations (including customersthat are material to the Company and the Company Subsidiaries, supplierstaken as a whole. Further, directors, officers and key employees). Except except as required by this Agreementapplicable Law, as may be required by applicable Law or as set forth in Section 6.01 5.01 of the Company Disclosure ScheduleLetter or as expressly contemplated or permitted by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article VIII, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed): (a) amend or otherwise change any provision its articles of the Company Charter incorporation, bylaws or Company Bylaws, or similar equivalent organizational or governance documents; (b) (i) authorize for issuance, issue, sell, transfer, lease, sublease, license, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose oftransfer, lease, sublease, license, pledge, disposition, grant or transfer encumbrance of, (i) any shares of any class of capital stock shares of the Company or any Company Subsidiary Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stockshares, or any other ownership interestinterest (including, of the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect ofwithout limitation, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Mergerphantom interest), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than the issuances of shares by a Company Subsidiary to the Company or another Company Subsidiary, or (ii) any property or assets (whether real, personal or mixed, and including leasehold interests and intangible property) of the Company or any Company Subsidiary having a current value in excess of US$2,000,000, except in the ordinary course of businessbusiness and in a manner consistent with past practice or pursuant to existing Contracts; (c) declare, except set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its shares, or split, combine or reclassify any of its shares, other than dividends paid by a wholly owned Company Subsidiary to its parent or another Company Subsidiary in a manner that would not have an adverse effect on the availability of the Debt Financing; (d) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its shares, or any options, warrants, convertible securities or other rights exchangeable into or convertible or exercisable for any of its shares; (ie) sales effect or commence any liquidation, dissolution, scheme of investment assets by arrangement, merger, consolidation, amalgamation, restructuring, reorganization or similar transaction involving the Company or any Company Subsidiary, or create any new Company Subsidiaries, other than the merger, consolidation, amalgamation or other combination of any wholly-owned Company Subsidiary with any other wholly-owned Company Subsidiary; (f) enter into, or propose to enter into, any transaction involving any earn-out, installment or similar payment to or from the Company Subsidiaries or any Company Subsidiary, by or to any Third Party, other than payments in connection with purchases of vehicles, plant, equipment, supplies or computers in the ordinary course of business consistent with past practice; (g) (i) acquire (including, (iiwithout limitation, by merger, consolidation, scheme of arrangement, amalgamation or acquisition of stock or assets or any other business combination) transfers or make any capital contribution or investment in any corporation, partnership, other business organization or any division thereof or acquire any material assets, other than purchases of inventory and pledges of other assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts Contracts; (ii) incur, assume, alter, amend or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not modify any Indebtedness in excess of Five Million Dollars ($5,000,000) US$1,000,000 in the aggregate; (e) incur any indebtedness for borrowed money , or guarantee such Indebtedness, or issue any debt securities or assume, guarantee make any loans or endorse, advances in excess of US$1,000,000 individually or otherwise as an accommodation become responsible for, US$2,000,000 in the obligations of any person (other than a Company Subsidiary) for borrowed moneyaggregate, other than indebtedness for borrowed money incurred in Indebtedness owed by any of the ordinary course wholly-owned Subsidiaries of business and pursuant the Company to the Company or to another wholly owned Subsidiary of the Company; or (iii) create or grant any credit agreement to which Lien on any material assets of the Company or any Company Subsidiary is a party as of the date of this Agreement other than Permitted Liens; or (which shall be deemed to include draws iv) authorize, or standby letters of credit under make any commitment with respect to, any single capital expenditure that are not budgeted in the Company’s line of credit facility or other similar lines of credit); (f) except as required current plan approved by the terms Company Board which is in excess of the Plans US$1,000,000 or awards made thereunder prior to the date of this Agreementcapital expenditures which are, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course aggregate, in excess of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate US$2,000,000 for the Company and the Company Subsidiaries taken as a whole, except other than expenditures necessary to maintain existing assets in the ordinary course of business good repair, consistent with past practice and in accordance with the terms of such debtpractice; (h) except as otherwise required by applicable Law or changes any Contract in GAAP or SAP which become effective after effect as of the date of this Agreement and disclosed to Parent prior to the date hereof, (A) enter into any new employment or compensatory agreements, or amend or terminate any such agreements (including any Company Employee Agreement), with any director, officer, employee or consultant of the Company or any Company Subsidiary (other than the hiring or termination of employees or consultants below officer level with annual compensation of less than US$100,000 (or its RMB equivalent)), (B) grant or provide any severance or termination payments or benefits to any director, officer or employee of the Company or any Company Subsidiary, (C) materially increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any director, officer or employee of the Company or any Company Subsidiary, (D) establish, adopt, amend or terminate any Company Employee Plan, (E) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under the Company Employee Plan or Company Employee Agreement, to the extent not already required in any such plan or contemplated by this Agreement (F) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Employee Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, or (G) forgive any loans to directors, officers or employees of its accounting policies (whether for financial accounting the Company or Tax purposes)any Company Subsidiary; (i) authorizemake any material changes with respect to any financial accounting policies, methods or enter into any commitment forprocedures materially affecting the reported consolidated assets, any new material capital expenditures (such authorized liabilities or committed new material capital expenditures being referred to hereinafter results of operations of the Company and the Company Subsidiaries, except as the “Capital Expenditures”) required by changes in an amount in excess of Two Million Dollars ($2,000,000) in the aggregatestatutory or regulatory accounting rules, GAAP or Law; (j) pay, discharge, settle discharge or satisfy any material litigationdebt in excess of US$1,000,000, arbitrations, proceedings, claims, liabilities or obligations other than any the payment, discharge, settlement discharge or satisfaction of such debt as they become due in the ordinary course of business and consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregatepractice; (k) take enter into, materially amend, or modify or consent to the termination of any action Material Contract (or any Contract that would cause any be a Material Contract if such Contract had been entered into prior to the date hereof), or amend, waive, modify or consent to the termination of the representations or warranties of the Company contained herein to become inaccurate in any material respect Company’s or any of the covenants of the Company to be breached in any Subsidiary’s material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02rights thereunder; (l) create or have enter into any subsidiary of Contract between the Company or any Company Subsidiary, on the one hand, and any of their respective Affiliates, officers, directors or employees, on the other hand, other than reasonable expense reimbursement to Company Personnel in the Company Subsidiaries as ordinary course of the date of this Agreementbusiness and consistent with past practice; (m) (A) amend, change, terminate or cancel, terminate let lapse, or waive amend or release, modify in any material respect, other than renewals in the ordinary course of business, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K material insurance policies maintained by it which are not promptly replaced by a comparable amount of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Actinsurance coverage; (n) commence or settle any material Action (in the case of any settlement, other than settlements (i) settle or compromise any material Tax auditin the ordinary course of business and consistent with past practice, (ii) make requiring the Company and the Company Subsidiaries to pay monetary damages not exceeding US$250,000 individually and US$1,000,000 in the aggregate, and (iii) not involving the admission of any wrongdoing by the Company or any Company Subsidiary); (o) engage in the conduct of any new line of business material to the Company and the Company Subsidiaries, taken as a whole; (p) make, revoke or change any material Tax election election, materially amend any Tax return or file waive any statute of limitations with respect to any material amendment Tax claim or assessment, enter into any material closing agreement with respect to a material Tax ReturnTaxes, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) , or settle or finally resolve any agreement material controversy with respect to Taxes, or arrangement that would be required to be reported by the Company pursuant to Item 404 materially change any method of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its AffiliatesTax accounting; or (pq) agree, authorize or enter into any agreement or otherwise make a commitment commitment, to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except Except as required otherwise specifically contemplated by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule or except with without the prior written consent of ParentGart, which consent shall not be unreasonably withheldfrom the date hereof to the Effective Time, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company and its Subsidiaries to, conduct shall carry on its business in the ordinary and usual course of business and consistent with past practice practices and shall use its commercially reasonable best efforts to (a) preserve substantially intact the businessits present business organization, assets (b) maintain in effect all material federal, state and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which local Permits that are required for the Company or any Company Subsidiary has material business relations of its Subsidiaries to carry on its business, (including c) keep available the services of its present employees and consultants, and (d) preserve its present relationships with its employees, consultants, customers, lenders, suppliers, directorslicensors, officers licensees, landlords and key employees)others having significant business relationships with it. Except Without limiting the generality of the foregoing, except as required otherwise specifically contemplated by this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, do any of the following without the prior written consent of Parent, Gart (with respect to which the determination by Gart whether to provide such consent shall not be unreasonably withhelddelayed), delayed prior to the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to: 7.1.1. propose or conditioned; provided, however, that consent adopt any change in its certificate of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.incorporation or by-laws or comparable organizational documents; (a) amend merge with or otherwise change acquire a direct or indirect ownership interest or investment in (by merger, consolidation, acquisition of stock or assets, joint venture or otherwise) any provision of the Company Charter corporation, partnership or Company Bylaws, other business organization or similar organizational or governance documents; division thereof; (b) sell, lease or otherwise dispose of a material amount of assets (excluding sales of inventory or other assets in the ordinary course of business consistent with past practices) or securities; (c) waive, release, grant, or transfer any rights of value that are, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole; (d) modify or change in any material respect any material Permit; (e) incur, assume or prepay any indebtedness for borrowed money except in the ordinary course of business consistent with past practices; (f) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any indebtedness of any other Person, except in the ordinary course of business consistent with past practices; (g) mortgage, pledge or subject to any Lien (other than any Permitted Lien), charge or other encumbrance any of the Company's or its Subsidiaries' material assets, properties or business, whether tangible or intangible; (h) make any loans, advances or capital contributions to, or investments in, any other Person, except in the ordinary course of business consistent with past practices; (i) authorize for issuance, issue, sell, pledge, dispose of, grant any capital expenditure or transfer expenditures not in the ordinary course of business consistent with past practices; (j) pledge or agree or commit to issue, sell, dispose of, grant or transfer any otherwise encumber shares of any class of capital stock of the Company or any of its Subsidiaries; (k) enter into any Contract other than in the ordinary course of business consistent with past practices that would be material to the Company Subsidiary and its Subsidiaries taken as a whole; or (l) amend, modify or waive any options, warrants, convertible securities or other rights of material right under any kind to acquire any shares of such capital stock, or any other ownership interest, material Contract of the Company or any Company Subsidiaryof its Subsidiaries, except as otherwise permitted by this Agreement; 7.1.3. enter into any new lease, sublease, assignment or other agreement (other than any service or maintenance agreement entered into by the issuance Company or any of its Subsidiaries in the ordinary course of business consistent with past practices) in respect of the Company Common Shares issuable pursuant Real Property without Gart's prior written consent (which consent may be withheld in Gart's sole and absolute discretion), except as described in Section 7.1 of the Company Disclosure Schedule; 7.1.4. extend, renew, replace, amend, modify or alter any existing Company Lease (other than in the ordinary course of business and consistent with past practices and this Agreement, provided, that the Company shall provide Gart with 10 days' advance notice of such proposed action and the opportunity to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection discuss such proposed action with the exercise Company) in respect of the Company Stock Options Real Property, except as described in Section 7.1 of the Company Disclosure Schedule; 7.1.5. sell, contribute, assign or create any right, title or interest whatsoever in or to the vesting Company Real Property, or create or permit to exist thereon any Lien (other than any Permitted Lien), charge or encumbrance, or enter into any agreement to do any of the foregoing, without the prior written consent of Gart (which consent may be granted or withheld in Gart's sole and absolute discretion); 7.1.6. knowingly take any action that would result in any representation or warranty of the Company Stock Awardscontained in this Agreement that is qualified as to materiality becoming untrue as of the Effective Time or any representation or warranty not so qualified becoming untrue in any material respect as of the Effective Time; 7.1.7. split, (iii) combine or reclassify any shares of, or declare, set aside or pay any dividends ondividend (including, without limitation, an extraordinary dividend) or make any other actual, constructive or deemed distributions distribution (whether in cash, shares, stock or property or otherwiseany combination thereof) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any of its Subsidiaries, or redeem, repurchase or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, any capital stock of the Company or any of its Subsidiaries; 7.1.8. adopt or amend any bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or employee benefit plan, agreement, trust, fund or other arrangement for the benefit and welfare of any director, officer, employee, agent or consultant providing management services or increase in any manner the compensation or fringe benefits of any director, officer or any class of employees or pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options or stock appreciation rights or the removal of existing restrictions in any benefit plans or agreements); make any loans to any of its officers, directors, employees, Affiliates, agents or consultants or make any change in its existing borrowing or lending arrangements for or on behalf of any of such persons, whether pursuant to a Company Subsidiary Plan or otherwise; or grant, issue, accelerate, pay or accrue, or agree to pay or make any accrual or arrangement for payment of, salary or other payments or benefits pursuant to, or adopt or amend, any new or existing Company Plan; provided, however, that, notwithstanding the foregoing, the Company shall be entitled to increase the compensation of employees, make arrangements with new employees that are not material, and make modifications in incentive programs and personnel policies and procedures for non-officer employees that are not material, in each case in the ordinary course of business consistent in type and amount with past practices; and provided, further, that, notwithstanding the foregoing, the Company shall be entitled to commit to or provide for (Ba) dividend equivalents already accrued severance and/or "stay bonus" benefits to employees who are hired after the date hereof and prior to the Effective Time, or (b) increases in benefits to existing employees of the Company or its Subsidiaries as of the date hereof (other than any such employees who have the rank of a corporate-level vice president or a more senior rank), provided that (i) the aggregate amount of all such benefits committed to or provided for the employees under clauses (a) and paid (b) does not exceed $400,000, (ii) the Company shall commit to or provide for only such benefits as it determines are reasonably necessary to obtain the services of each such employee, and (iii) in the case of increases in benefits to employees under clause (b), the Company shall use commercially reasonable efforts to implement other methods to retain such employees before committing to or providing for such increases. 7.1.9. except in the ordinary course of business consistent with past practices or as required by applicable Law or GAAP, revalue in any material respect to Company Stock Awards outstanding any of its assets on the date hereof and set forth Company Financials, including writing down the value of inventory in Section 6.01(bany material manner or writing off notes or accounts receivable in any material manner; 7.1.10. pay, discharge or satisfy any material claims, Liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practices; 7.1.11. make any material Tax election, or settle or compromise any material Tax Liability; 7.1.12. make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, Liabilities or results of operations of the Company Disclosure Schedule Company; 7.1.13. authorize for issuance, issue, sell or deliver, or agree or commit to issue, sell or deliver (iv) splitwhether through the issuance or granting of options, combine warrants, commitments, subscriptions, rights to purchase or reclassify otherwise), any shares, capital stock or other equity interests of the Company or any Company Subsidiary of its Subsidiaries or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interestsequivalents; (c) merge or consolidate with any other Person or 7.1.14. adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of its Subsidiaries; 7.1.15. alter through merger, consolidationliquidation, acquisition of equity interests or assets reorganization, restructuring or any other business combination) fashion the corporate structure or ownership of any Subsidiary; 7.1.16. permit to lapse any material Permits; 7.1.17. permit to lapse any registrations or applications for material Company Intellectual Property Rights owned, licensed, or used by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sellprovided, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of that the Company or any Company Subsidiary other than in shall use commercially reasonable efforts to provide Gart with at least 10 days' advance notice of such event and the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection opportunity to discuss such matter with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement 7.1.18. agree or otherwise make a commitment commit to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company agrees that between the date of this Agreement until and the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule Letter, as expressly contemplated or except required by any other provision of this Agreement or as required by applicable Law, any Governmental Entity with competent jurisdiction or by the prior written consent rules or regulations of Parentthe New York Stock Exchange, unless Parent shall otherwise agree in writing (which consent agreement shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parentconditioned), the Company shallwill, and shall will cause each of the Company Subsidiaries Subsidiary to, (a) conduct its business operations in the ordinary course of business, substantially consistent with past practice and shall (b) use its commercially reasonable efforts to (i) preserve substantially intact the businessits business organization and maintain existing relations and goodwill with Governmental Entities, assets customers, suppliers, regulators and organization of the Company key employees and the Company Subsidiaries (ii) maintain in effect all material governmental permits, franchises and authorizations pursuant to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customersoperates. Without limiting the foregoing, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or except as set forth in Section 6.01 5.01 of the Company Disclosure ScheduleLetter, neither as expressly contemplated or required by any other provision of this Agreement or as required by applicable Law, any Governmental Entity with competent jurisdiction or by the rules and regulations of The New York Stock Exchange, the Company nor shall not, and shall not permit any Company Subsidiary shallto, between the date of this Agreement and the Merger Effective Time, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.): (a) amend issue or authorize the issuance of any equity securities in the Company or any Company Subsidiary, or securities convertible into, or exchangeable or exercisable for, any such equity securities, or any rights of any kind to acquire any such equity securities or such convertible or exchangeable securities (including not making any new grants or awards of equity based compensation other than as expressly set forth herein), other than the issuance of Shares upon the exercise of Company Options or options under the Company Stock Purchase Plan and the vesting of RSU Awards, or settlement of Performance Awards and DSU Awards, in each case outstanding as of the date hereof or otherwise change any provision of the Company Charter or Company Bylaws, or similar organizational or governance documentspermitted to be granted hereunder; (b) (i) authorize for issuance, issueother than in the ordinary course of business, sell, pledge, dispose of, grant transfer, lease, license or transfer encumber any material property or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of capital stock of the Company or any Company Subsidiary or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, material assets of the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable except pursuant to Company Stock Awards outstanding on the date hereof, existing Contracts; (iic) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iiii) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, sharesstock, property or otherwise) in a combination thereof, with respect of, to any shares of Company Securities or the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the CompanySubsidiary, other than (A) the Company’s ordinary course quarterly dividends to holders of Shares in a per Share amount no greater than the Company’s most recently declared quarterly dividend, with record and payment dates in accordance with the Company’s customary dividend schedule and (B) dividends paid by any direct or indirect a wholly owned Company Subsidiary to the Company or another wholly owned Company Subsidiary, or (ii) enter into any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid agreement with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) voting or registration of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interestsSecurities; (cd) merge other than (i) in the case of Company Subsidiaries or consolidate (ii) in connection with exercise of any options under the Company Stock Purchase Plan or outstanding Company Options permitted by the terms of such Company Option, or the payment of related withholding Taxes, by net exercise or by the tendering of shares, or Tax withholdings on the vesting or payment of RSU Awards, Performance Awards and DSU Awards, reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its equity securities or any options, warrants, securities or other Person rights exercisable for or convertible into any such equity securities; (e) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, other than a merger of one or more Company Subsidiaries with or into one or more other Company Subsidiaries; (f) make or offer to make any Company Subsidiary acquisition of a material business (including by merger, consolidation or acquisition of stock or assets), other than any acquisition for consideration that is individually not in excess of $10,000,000 or in the aggregate not in excess of $50,000,000; (g) incur any Indebtedness for borrowed money or assume or guarantee the obligations of any person (other than the Merger)a wholly owned Company Subsidiary) for borrowed money, except (i) that a Company Subsidiary may merge in connection with another Company Subsidiary or refinancings of existing Indebtedness, so long as the principal amount of such existing Indebtedness is not increased thereby, (ii) for acquisitions borrowings in the ordinary course of business, consistent with past practice, or (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000iii) in the aggregateconnection with transactions permitted pursuant to Section 5.01(f); (dh) sellmake any loans, leaseadvances or capital contributions to, licenseor investments in, subject to a Lien any other person (other than a Permitted Lienany wholly owned Company Subsidiary) in excess of $10,000,000 other than loans made in the ordinary course of business; (i) except to the extent required by Law or otherwise surrender, relinquish or dispose the terms of any assets Company Benefit Plan or property as specifically contemplated by Section 2.03 or Section 5.10: (A) other than annual increases in salary in the ordinary course of business, and changes to broad-based Company Benefit Plans in the Company ordinary course of business, increase the compensation or any Company Subsidiary benefits payable or to become payable to its directors, officers or employees; (B) other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct hiring of new employees, grant or provide any rights to severance or termination pay or other termination benefit, or enter into any employment or severance agreement or arrangement, or increase the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance amounts payable under any such agreement or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practicearrangement, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iiiC) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar planplan or agreement; (D) take any action to amend or waive any performance or vesting criteria or accelerate vesting, agreement, trust, fund, policy exercisability or arrangement with funding under any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Company Benefit Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) payexcept in each case to the extent required by Law, dischargefile any Tax Return materially inconsistent with past practice, settle or satisfy make any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent Tax election inconsistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paidpractice, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax auditclaim or assessment by any Governmental Entity, (ii) make or change any material annual Tax election or file accounting period, materially change any material amendment to a material method of Tax accounting for Tax purposes, materially amend any Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund Tax refund, or consent to any extension or waiver of Taxesthe statute of limitations period applicable to any material Tax claim or assessment; (k) make any material change in accounting policies or procedures, other than as required by GAAP, applicable Law or Governmental Entity with competent jurisdiction; (l) make any capital expenditures, other than (i) capital expenditures that are not, in the aggregate, in excess of 5% above the capital expenditures provided for in the Company’s existing capital forecast, a copy of which has been made available to Parent, (ii) in the ordinary course of business or (ii) emergency capital expenditures in any amount that the Company determines is necessary in its reasonable judgment to maintain its ability to operate its businesses in the ordinary course; (m) settle or compromise any suit or proceeding in an amount in excess of $10,000,000 (net of any amount covered by insurance or indemnification); (n) enter into any Contract that would have been required to have been listed in Section 3.18(b)(i) of the Company Disclosure Letter if it were in effect on the date of this Agreement; or (o) enter into (i) any agreement authorize or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment Contract to do any of the foregoing. Notwithstanding the foregoing, if the Closing has not occurred prior to the meeting of the Company’s board of directors in February 2014, the Company’s board of directors may put in place short-term and long-term incentive plans (none of which shall include the issuance of grants or awards of equity based compensation) in the ordinary course of business. If Closing occurs in 2014 after such plans and any awards granted pursuant thereto have been put in place, such plans will be (i) terminated in their entirety without any payments by, or continuing obligations of, the Surviving Corporation and (ii) replaced by plans to be established by Parent pursuant to Section 5.10(a). Nothing contained in this Agreement shall give Parent or Sub, directly or indirectly, the right to control or direct the operations of the Company prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over its business operations.

Conduct of Business by the Company Pending the Merger. From (a) The Company agrees that, between the date of this Agreement until and the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule or except with the prior written as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise consent of Parent, in writing (which consent shall not be unreasonably withheld, delayed withheld or conditioned delayed): (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3i) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each businesses of the Company and the Company Subsidiaries to, conduct its business shall be conducted only in the ordinary course of business consistent with past practice and practice; and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the businessbusiness organization of the Company and the Company Subsidiaries, assets to keep available the services of the current officers, employees and organization consultants of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person customers, suppliers and other persons with which the Company or any Company Subsidiary has material significant business relations relations. (including customers, suppliers, directors, officers and key employees). b) Except as required expressly contemplated by other provisions of this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed): (ai) amend or otherwise change any provision the Company’s certificate of the Company Charter incorporation or Company Bylawsby-laws, or similar the certificate of incorporation, by-laws or equivalent organizational documents of any Company Subsidiary that is not wholly-owned, directly or governance documentsindirectly, by the Company; (bii) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose ofpledge, disposition, grant or transfer encumbrance of, (A) any shares of any class of capital stock or Voting Debt of the Company or any Company Subsidiary Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary, other than except for (I) pursuant to the Company Rights Agreement (subject to Section 3.16), (II) the issuance of Company Common Shares issuable any shares of capital stock pursuant to Company Stock Awards Options outstanding on the date hereofhereof or (III) the granting of stock options, restricted stock awards or restricted stock units (iior any combination thereof) repurchasewith respect to an aggregate of up to 100,000 shares of Company Common Stock under any existing Company Plan to employees who are not subject to a change of control provision in any such Company Plan that is triggered by the Merger or (B) any assets of Company or any Company Subsidiary, redeem or otherwise acquire any securities or equity equivalents except in connection the ordinary course of business consistent with the exercise of Company Stock Options or the vesting of Company Stock Awards, past practice; (iii) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, sharesstock, property or otherwise) in , with respect ofto any of its capital stock, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) except for dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or Subsidiary; (iv) reclassify, combine, split, combine subdivide or reclassify redeem, or purchase or otherwise acquire, directly or indirectly, any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, capital stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than except with respect to direct or indirect wholly-owned Subsidiaries of the MergerCompany); (v) (A) acquire (including, except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including without limitation, by way of merger, consolidation, or acquisition of equity interests stock or assets or any other business combination) by the Company any corporation, partnership, other business organization or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) selldivision thereof or, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in outside the ordinary course of business, except assets for a purchase price or having a fair market value of greater than $3,000,000 in the aggregate; (iB) sales dispose of investment (including, without limitation, by sale of assets by the Company or stock or any other transaction) any material portion of the Company Subsidiaries in its business or assets outside the ordinary course of business consistent with past practice, ; (iiC) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets except for intercompany indebtedness between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule and, or among, wholly-owned direct or indirect Company Subsidiaries and borrowings or proceeds under existing credit facilities (v) in an amount not in excess including through sales of Five Million Dollars ($5,000,000) in the aggregate; (e) receivables), incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a obligations of direct or indirect wholly-owned Company SubsidiarySubsidiaries), or make any loans or advances, or grant any security interest in any of its assets; (D) for borrowed money, enter into any other material Contract other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement ; or (iiiE) establishauthorize, adopt, enter into or amend to materially increase benefits under make any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than commitment with respect to, any capital expenditure of the Company or the Company Subsidiaries which is in excess of the amounts set forth in Section 5.01 of the Company Disclosure Schedule; (vi) increase the compensation payable or to (A) agreements become payable or the benefits provided to its directors, officers or employees, except for new hires of non-executive officers increases in the ordinary course of business consistent with past practice in salaries or wages of employees of the Company or any Company Subsidiary, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or of any Company Subsidiary, or establish, adopt, enter into or amend any Company Plan or collective bargaining agreement (other than a renewal of an existing collective bargaining agreement), other than any amendments (x) required by Law or (y) that do would not provide any change result in control a material increase in benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planthereunder; (gvii) pre-pay change in any long-term debt material respect its accounting principles, methods or practices as in effect on the date hereof, except as required by GAAP; (which shall be deemed viii) make, change or revoke any material Tax election, settle or compromise any Tax liability or consent to include pre-payments any claim or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) assessment in an amount exceeding Five Million Dollars $300,000 relating to Taxes or grant any waiver of the statute of limitations for any such claim or assessment; ($5,000,000ix) in the aggregate for the Company and the Company Subsidiaries taken as a wholepay, except discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business consistent with past practice and in accordance with the terms of such debtpractice; (hx) except as required by Law amend, modify or changes in GAAP or SAP which become effective after consent to the date termination of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorizeMaterial Company Contract, or enter into amend, waive, modify or consent to the termination of the Company’s or any commitment forCompany Subsidiary’s material rights thereunder, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in each case in the ordinary course of business consistent with past practice practice, provided that neither the Company nor any Company Subsidiary shall amend, modify or consent to the termination of any Company Debt Agreement (which includes payment or any rights of policyholders’ claimsthe Company or any Company Subsidiary thereunder) where (except in connection with the amounts paid Financing); (xi) settle any material Action; (xii) permit any item of Company Owned Intellectual Property to lapse or to be paidabandoned, except in the case of policyholder claimsdedicated, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take disclaimed, fail to perform or make any action that would cause any of the representations applicable filings, recordings or warranties of the Company contained herein other similar actions or filings, or fail to become inaccurate in any material respect pay all required fees and taxes required or any of the covenants of the Company advisable to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, maintain and protect its interest in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund item of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its AffiliatesOwned Intellectual Property; or (pxiii) enter into any agreement or otherwise make a commitment binding commitment, to do any of the foregoingforegoing in violation of this Section 5.01(b).

Conduct of Business by the Company Pending the Merger. From The Company covenants and agrees that, between the date of this Agreement until hereof and the Merger Effective Time, except as expressly required or permitted by this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 of the Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of unless Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent)otherwise agree in writing in advance, the Company shall, shall conduct and shall cause the businesses of each of its Subsidiaries to be conducted only in, and the Company and its Subsidiaries toshall not take any action except in, conduct its business in the ordinary course of business and in a manner consistent with past practice and in compliance with applicable laws. The Company shall use its commercially reasonable best efforts to preserve substantially intact the business, business organization and assets and organization of the Company and each of its Subsidiaries, and to operate, and cause each of its Subsidiaries to operate, according to plans and budgets provided to Parent, to keep available the services of the present officers, employees and consultants of the Company Subsidiaries and each of its Subsidiaries, to maintain in effect Material Agreements and to preserve the current beneficial present relationships of the Company and the Company each of its Subsidiaries with any Person advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Company or any Company Subsidiary of its Subsidiaries has material business relations (including customers, suppliers, directors, officers relations. By way of amplification and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedulenot limitation, neither the Company nor any Company Subsidiary of its Subsidiaries shall, between the date of this Agreement hereof and the Merger Effective Time, do directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (a) amend or otherwise change any provision the Certificate of Incorporation or Bylaws or equivalent organizational document of the Company Charter or any of its Subsidiaries or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Company Bylaws, or similar organizational or governance documentsany of its Subsidiaries; (b) (i) authorize for issuanceissue, issuegrant, sell, transfer, deliver, pledge, promise, dispose of or encumber, or authorize the issuance, grant, sale, transfer, deliverance, pledge, promise, disposition or encumbrance of, grant or transfer or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of capital stock of the Company any class (common or any Company Subsidiary preferred), or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of such capital stock, stock or any other ownership interest, interest or Stock-Based Rights of the Company or any Company Subsidiary, other than of its Subsidiaries (except for the issuance of Company Common Shares Stock issuable pursuant to Company Stock Awards outstanding on the date hereofOutstanding Employee Options); adopt, (ii) repurchaseratify or effectuate a Stockholders' rights plan or agreement; or redeem, redeem purchase or otherwise acquire acquire, directly or indirectly, any of the capital stock of the Company or interest in or securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, any Subsidiary; (iiic) declare, set aside or pay any dividends on, dividend or make any other actual, constructive or deemed distributions distribution (whether in cash, shares, stock or property or otherwiseany combination thereof) in respect of, of any shares of the Company’s its capital stock or the shares of stock or other equity interests in any Company Subsidiary (except that is not directly or indirectly a wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) may declare and pay a dividend to its parent); split, combine or reclassify any sharesof its capital stock, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for for, shares of such sharesits capital stock; or amend the terms of, stock repurchase, redeem or other equity interests; (c) merge otherwise acquire, or consolidate with permit any other Person Subsidiary to repurchase, redeem or adopt a plan otherwise acquire, any of complete its securities or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization any securities of its Subsidiaries; or other reorganization propose to do any of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregateforegoing; (d) sell, transfer, deliver, lease, license, subject to a Lien (other than a Permitted Lien) sublicense, mortgage, pledge, encumber or otherwise surrender, relinquish or dispose of (in whole or in part), or create, incur, assume or subject any Lien on, any of the assets or property of the Company or any Company Subsidiary other than in the ordinary course of businessits Subsidiaries (including any Intellectual Property), except for (i) sales the sale of investment assets by the Company goods, licenses of Intellectual Property involving annual revenue, payments or liabilities of less than $100,000 or having a term of less than one year, and dispositions of other immaterial assets, in any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangementscase, in the ordinary course of business and in a manner consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or organize any corporation, limited liability company, partnership, joint venture, trust or other entity or any business organization or division thereof; incur any indebtedness for borrowed money or issue any debt securities or any warrants or rights to acquire any debt security or assume, guarantee or endorse, endorse or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed moneyPerson, other than indebtedness for borrowed money incurred or make any loans, advances or enter into any financial commitments; or authorize or make any capital expenditures which are, in the ordinary course aggregate, in excess of business and pursuant to any credit agreement to which $1,000,000 for the Company or any Company Subsidiary is and its Subsidiaries taken as a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit)whole; (f) hire or terminate any employee or consultant, except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice); increase the compensation or fringe benefits (including, (iiwithout limitation, bonus) amendpayable or to become payable to its officers or employees, changeexcept for increases in salary or wages of employees of the Company or its Subsidiaries who are not officers of the Company in the ordinary course of business consistent with past practice, terminate or waive loan or advance any rights under money or other asset or property to, or grant any Employment Agreement bonus, severance or (iii) termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or any of its Subsidiaries, or establish, adopt, enter into into, terminate or amend to materially increase benefits under any Employee Plan or any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, stock purchase, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with for the benefit of any directorcurrent or former directors, officer officers or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planemployees; (g) pre-pay change any long-term debt accounting policies or procedures (which shall be deemed including procedures with respect to include pre-reserves, revenue recognition, payments or repayments of lines accounts payable and collection of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating theretoaccounts receivable) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as unless required by a change in Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes)used by it; (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From (a) The Company agrees that, between the date of this Agreement until and the Merger Effective TimeTime or the earlier termination of this Agreement, except as required (1) expressly contemplated by any other provision of this Agreement, any Ancillary Agreement, (2) as may be set forth in Schedule 6.01 attached hereto, or (3) as required by applicable Law (including COVID-19 Measures as may be requested or as set forth compelled by any Governmental Authority), unless GigCapital5 shall otherwise consent in Section 6.01 of the Company Disclosure Schedule or except with the prior written consent of Parent, writing (which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioned delayed): (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3i) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its their business in the ordinary course of business and in a manner consistent with past practice and (with any COVID-19 Action taken prior to the date of this Agreement being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary course of business consistent with past practice); and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the businessbusiness organization of the Company and the Company Subsidiaries, assets to keep available the services of the current officers, key employees and organization key Contingent Workers of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person customers, suppliers and other persons with which the Company or any Company Subsidiary has material significant business relations relations. (including customersb) By way of amplification and not limitation, suppliers, directors, officers and key employees). Except except as required (1) expressly contemplated by any other provision of this Agreement, any Ancillary Agreement, (2) as may be set forth in Schedule 6.01 attached hereto, and (3) as required by applicable Law (including COVID-19 Measures as may be requested or as set forth in Section 6.01 of compelled by any Governmental Authority), the Company Disclosure Scheduleshall not, neither the Company nor any and shall cause each Company Subsidiary shallnot to, between the date of this Agreement and the Merger Effective TimeTime or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of Parent, GigCapital5 (which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed): (ai) amend or otherwise change any provision its certificate of the Company Charter incorporation or Company Bylaws, bylaws or similar equivalent organizational or governance documents; (bii) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose ofpledge, disposition, grant or transfer encumbrance of: (A) any shares of any class of capital stock of the Company or any Company Subsidiary Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary, other than (1) the exercise or settlement of any Company Options, (2) the exercise or settlement of any Company Warrants, (3) the conversion of Company Convertible Notes into Company Common Stock contemplated under the Company Convertible Notes, or (4) the issuance of shares of Company Common Shares issuable Stock or Company Warrants (or the exercise or settlement of such Company Warrants issued) pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem Bridge Financing; or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests material assets of the Company or any Company Subsidiary or issue or authorize except in the issuance ordinary course of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interestsbusiness and consistent with past practice; (ciii) merge declare, set aside, make or consolidate pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (iv) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other Person or adopt a plan than redemptions of complete or partial liquidationequity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities; (v) (A) acquire (including, dissolutionwithout limitation, by merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests stock or assets or any other business combination) by the Company any corporation, partnership, other business organization or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) division thereof in an amount not in excess of Five Million Dollars $50,000; or ($5,000,000) in the aggregate; (eB) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person person, or make any loans or advances, or intentionally grant any security interest in any of its assets; (vi) (A) other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred increases in base compensation of employees in the ordinary course of business that do not exceed 5% of base compensation, individually or in the aggregate, and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as increases required by the terms of a Plan or applicable Law, grant any increase in the Plans compensation, incentives or awards made thereunder prior benefits payable or to become payable to any current or former director, officer, employee or Contingent Worker of the Company as of the date of this Agreement, (iB) increase enter into any new, or materially amend any existing employment or severance or termination agreement with any current or former director, officer, employee or Contingent Worker, other than in the ordinary course, consistent with past practice, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits payable to its directorsany current or former director, officers officer, employee or employees Contingent Worker, (D) terminate or hire, or otherwise enter into any employment or consulting agreement or arrangement with, any person whose compensation would exceed, on an annualized basis, $200,000; or (E) hire any new employee whose individual compensation shall exceed $150,000; (vii) take any action where such action could reasonably be expected to prevent or impede the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment; (viii) other than increases for employees as required by Law or officers below pursuant to the level terms of senior vice president made an agreement entered into prior to the date of this Agreement and reflected on Schedule 4.10(a) of the Company Disclosure Schedule or that the Company is not prohibited from entering into after the date hereof, grant any severance or termination pay to, any director or officer of the Company or of any Company Subsidiary, other than in the ordinary course of business consistent with past practice); (ix) adopt, (ii) amend, changeand/or terminate any Plan except as may be required by applicable Law, terminate is necessary in order to consummate the Transactions, or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers health and welfare plan renewals in the ordinary course of business consistent business; (x) materially amend other than reasonable and usual amendments in the ordinary course of business, with respect to accounting policies or procedures, other than as required by GAAP; (xi) make, change or revoke any material Tax election, adopt or change any accounting method concerning Taxes, change any Tax accounting period, amend a material Tax Return or settle or compromise any material United States federal, state, local or non-United States income Tax liability, fail to pay any material Tax when due (including estimated Taxes), surrender any claim for a refund of a material amount of Taxes, waive or extend the statute of limitations in respect of a material amount of Taxes, or prepare any material Tax Return in a manner inconsistent in any material aspect with past practice that do not provide practices; (xii) materially amend, or modify or consent to the termination (excluding any change expiration in control benefits and accordance with its terms) of any Material Contract or amend, waive, modify or consent to the termination (Bexcluding any expiration in accordance with its terms) each award under of the Company’s Performance Incentive Plan and the Companyor any Company Subsidiary’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed material rights thereunder, in each case in a matter that is adverse to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the or any Company Subsidiaries Subsidiary, taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debtbusiness; (hxiii) except as required by Law make any material alterations or changes in GAAP improvements to the Owned Real Property or SAP which become effective after the date of this AgreementLeased Real Property, materially change or amend any of its accounting policies (whether for financial accounting written or Tax purposes)oral agreements affecting the Owned Real Property or the Leased Real Property; (ixiv) authorizeintentionally permit any material item of Company IP to lapse or to be abandoned, invalidated, dedicated to the public, or enter into disclaimed, or otherwise become unenforceable or fail to perform or make any commitment forapplicable filings, any new recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess item of Two Million Dollars ($2,000,000) in the aggregate; (j) payCompany IP, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction except in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate;business; or (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (Bxv) enter into any new contract, agreement formal or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any informal agreement or otherwise make a binding commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement until and the Merger Effective Time, except as contemplated by this Agreement or as required by this AgreementLaw, as may or unless Parent and Merger Sub shall otherwise consent in writing, the businesses of the Company and its Subsidiaries shall be required by applicable Law conducted only in, and the Company shall not, and the Company shall not permit any of its Subsidiaries to, take any action except (i) in the ordinary course of business and in a manner consistent with past practice or (ii) as set forth in Section 6.01 4.1 of the Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), Schedule; and the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall will use its commercially reasonable efforts to preserve substantially intact the business, assets and business organization of the Company and its Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company Subsidiaries and its Subsidiaries, to preserve the current beneficial present relationships of the Company and the Company its Subsidiaries with any Person customers, clients, suppliers and other Persons with which the Company or any Company Subsidiary has material and its Subsidiaries have significant business relations and pay all applicable federal and material state, local and foreign Taxes when due and payable (including customersother than those Taxes the payment of which the Company or one of its Subsidiaries challenges in good faith in appropriate proceedings), suppliersto operate the business of the Company and its Subsidiaries in compliance with all Laws, directorsand to maintain in full force and effect all Permits necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted. Notwithstanding the foregoing, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or except as set forth in Section 6.01 4.1 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shallshall not, between the date of this Agreement and the Merger Effective Time, do shall not permit any of the following its Subsidiaries, without the prior written consent of ParentParent and Merger Sub, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.to: (a) amend or otherwise change proposed to amend (i) its Articles of Incorporation or By-Laws or comparable organizational documents or (ii) any provision term of any outstanding security issued by the Company or any of its Subsidiaries or effect or become a party to any merger, consolidation, share exchange, business combination, recapitalization or similar transaction; (i) except with respect to the Company Preferred Stock in an amount in accordance with its terms, declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock or other equity or voting interests (other than dividends paid by wholly-owned Subsidiaries of the Company Charter to the Company or another wholly-owned Subsidiary of the Company), (ii) except as set forth on Section 4.1(b) of the Company BylawsDisclosure Schedule, redeem, purchase or similar organizational otherwise acquire, directly or governance documents; indirectly, any of its capital stock or other equity or voting interests, (biii) (i) authorize for issuance, issue, sell, pledge, dispose of, grant of or transfer or agree or commit to issue, sell, dispose of, grant or transfer encumber any (A) shares of any class of its capital stock of the Company or any Company Subsidiary other equity or any voting interests, (B) securities convertible into or exchangeable for, or options, warrants, convertible securities calls, commitments or other rights of any kind to acquire or receive, any shares of such its capital stock, interests, securities or any stock appreciation rights, phantom stock awards or other ownership interest, rights that are linked in any way to the price of the Company Common Stock or (C) other securities of the Company or any Company Subsidiaryof its Subsidiaries, other than the issuance (1) shares of Company Common Shares Stock issued upon the exercise of Options outstanding on the date hereof in accordance with the Stock Plans as in effect on the date hereof, or (2) shares issuable pursuant to upon conversion of the Company Preferred Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, of its outstanding capital stock or other equity interests of the Company or any Company Subsidiary or issue or authorize or propose the issuance of any of other securities in respect of, in lieu of or in substitution for for, shares of such shares, its capital stock or other equity or voting interests; (c) merge acquire or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except agree to acquire (i) that by merging or consolidating with, or by purchasing a Company Subsidiary may merge with another Company Subsidiary substantial portion of the equity interests of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (ii) for acquisitions any assets, including real estate, except, with respect to clause (including by way ii) above, purchases of merger, consolidation, acquisition equipment and supplies in the ordinary course of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of consistent with past practice in an amount less than Five Million Dollars (not to exceed $5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate500,000; (d) sellamend, enter into, alter, modify or terminate any Company Material Contract, or waive, release or assign any material rights or claims thereunder; (e) enter into, amend or otherwise alter any lease or sublease of real property (whether as a lessor, lessee or sublessee) or change, terminate or fail to exercise any right to renew any lease or sublease of real property; (f) transfer, lease, license, sell, mortgage, pledge, dispose of, encumber or subject to a any Lien (any property or assets or cease to operate any assets, other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment excess or obsolete assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice; (g) except as required to comply with applicable Law and except for salary increases or bonuses as described in Section 4.1(g) of the Company Disclosure Schedule, (i) adopt, enter into, terminate, amend, or increase the amount or accelerate the payment or vesting of any benefit or award or amount payable under, any Employee Plan or other arrangement for the current or future benefit or welfare of any current or former director, officer or employee, other than to the extent necessary to avoid adverse tax consequences under Section 409A of the Code and the proposed regulations and guidance thereunder, (ii) transfers increase or enhance in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee, (iii) pay any benefit not provided for under any Employee Plan as in effect on the date hereof, (iv) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Employee Plan; (v) grant or award to any director, officer or employee of stock options, restricted stock, stock appreciation rights, stock based or stock related awards, performance units, units of phantom stock or restricted stock, or any removal of existing restrictions in any Employee Plan or agreements or awards made thereunder; or (vi) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or Employee Plan; (h) except for borrowing under the Company’s Credit Agreement in the ordinary course of business, consistent with past practice, (i) repurchase, prepay, incur or assume any material indebtedness, (ii) modify any material indebtedness or other liability in a manner that adversely affects the Company, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, or (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than customary travel advances to employees in compliance with Law and pledges of assets in accordance with past practice in an amount not to exceed $10,000 in the aggregate); (i) incur any capital expenditures, or any obligations or liabilities in connection with the conduct of the insurance business, therewith; (j) change any accounting policies or procedures (including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification procedures with respect to reserves, revenue recognition, payments of accounts payable and collection of accounts receivable) used by it unless required by applicable Law or GAAP; (k) make any material Tax election or material change in any Tax election, amend any Tax Returns or enter into any settlement or compromise of any Tax liability of the Company or its Subsidiaries in an amount in excess of $100,000; (l) (i) pay, discharge, satisfy, settle or compromise (including by judgment or consent decree) any claim, litigation or any legal proceeding (including claims, litigation and legal proceedings of shareholders and any shareholder litigation relating to this Agreement, the Merger or any other of the Contemplated Transactions or otherwise), except for any settlement or compromise involving less than $100,000, but subject to an aggregate maximum of $100,000, including all fees, costs and expenses associated therewith but excluding from such amounts any contribution from any insurance and similar arrangementscompany or other parties to the litigation; (ii) waive, release, grant or transfer any right of material value other than in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement ; or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy commence any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreementlegal proceeding; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, material agreement or arrangement that would be required to be filed with any of its officers, directors, employees or any “affiliate” or “associate” of any of its officers or directors (as an exhibit to the Company SEC Reports pursuant to Regulation S-K of such terms are defined in Rule 405 under the Securities Act); (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, except as required by applicable Law, adopt or (iii) surrender enter into any right collective bargaining agreement or other labor union contract applicable to claim a material refund the employees of Taxesthe Company or any of its Subsidiaries; (o) enter into take any action (or omit to take any action) if such action (or omission) would, or would be reasonably likely to result in (i) any agreement or arrangement that would be required to be reported by representation and warranty of the Company pursuant to Item 404 of Regulation S-K promulgated set forth in this Agreement that is qualified by the SEC materiality becoming untrue (as so qualified) or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; orsuch representation and warranty that is not so qualified becoming untrue in any material respect; (p) enter into any agreement agreement, arrangement or contract to allocate, share or otherwise make a commitment indemnify for Taxes; or (q) authorize any of, or commit, resolve or agree to do take any of of, the foregoingforegoing actions.

Conduct of Business by the Company Pending the Merger. From The Company agrees that, from the date of this Agreement until the Merger earlier of the Effective TimeTime and termination of this Agreement pursuant to Article VIII, except as required by this Agreement, as may be (x) required by applicable Law or as Law, (y) set forth in Section 6.01 5.01 of the Company Disclosure Schedule or except with the prior written (z) contemplated or permitted by this Agreement, unless Merger Sub shall otherwise consent of Parent, which in writing (such consent shall not to be unreasonably withheld, delayed conditioned or conditioned delayed), (provided that consent i) the businesses of Parent the Group Companies shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business conducted in the ordinary course of business consistent with past practice or as contemplated in the forecast of the Company delivered to the Merger Sub; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the business, assets and the business organization of the Company Group Companies, to keep available the services of the current officers and key employees of the Company Subsidiaries Group Companies and to preserve maintain in all material respects the current beneficial relationships of the Company Group Companies with existing key customers and the Company Subsidiaries with any Person suppliers and other persons with which the Company or any Company Subsidiary Group Companies has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Scheduledate hereof. Without limiting the generality of the foregoing paragraph, neither the Company nor any Company Subsidiary shall, between from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement or contemplated by the forecast of the Company delivered to the Merger Effective TimeSub, the Company shall not and shall not permit any other Group Company to do or propose to do any of the following without the prior written consent of Parent, which Merger Sub (such consent shall not to be unreasonably withheld, delayed conditioned or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed): (a) amend or otherwise change any provision its memorandum and articles of association or equivalent organizational documents, other than those changes to the registered address or business scope of a Group Company Charter or Company Bylaws, or similar organizational or governance documentsas reasonably needed within the ordinary course of business of such Group Company; (b) (i) authorize for issuance, issue, sell, transfer, lease, sublease, license, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose oftransfer, lease, sublease, license, pledge, disposition, grant or transfer encumbrance of: (i) any shares of any class of capital stock any Group Company (other than in connection with (A) the exercise of any Company Options in accordance with the Company or any Share Plans, (B) the withholding of Company Subsidiary or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of satisfy tax obligations with respect to Company Options (C) the acquisition by the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire any its securities or equity equivalents except in connection with the forfeiture of Company Options, (D) the acquisition by the Company of its securities in connection with the net exercise of Company Stock Options or in accordance with the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends onterms thereof, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwiseE) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as Employee Plan of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or Lagou Network; (ii) for acquisitions any property or assets (whether real, personal or mixed, and including leasehold interests and intangible property) of any Group Company with a value or purchase price (including by way the value of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000assumed liabilities) in the aggregate; (d) sellexcess of RMB10,000,000, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than except in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement ; or (iii) establish, adopt, enter into any material Intellectual Property owned by or amend licensed to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Group Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and practice; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its shares (other than dividends or other distributions from any Subsidiary of the Company to the Company or any of its other wholly-owned Subsidiaries consistent with past practice); (d) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its share capital or securities or other rights exchangeable into or convertible or exercisable for any of its share capital (other than the purchase of Shares to satisfy obligations under the Company Share Plans, including the withholding of Shares in connection with the exercise of Company Options in accordance with the terms and conditions of such debtCompany Options); (e) effect or commence any liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, restructuring, reorganization, public offering or similar transaction involving any Group Company, or create any new Subsidiary, other than the Transactions; (f) acquire, whether by purchase, merger, spin off, consolidation, scheme of arrangement, amalgamation or acquisition of stock or assets or otherwise, any assets, securities or properties, in aggregate, with a value or purchase price (including the value of assumed liabilities) in excess of RMB25,000,000 in any transaction or related series of transactions, except in the ordinary course of business; (g) make any capital contribution or investment in any corporation, partnership, other business organization or any division thereof in excess of RMB25,000,000 in aggregate unless as set forth in the prevailing budget of the Company as approved by the Company Board (the “Budget”); (h) incur, assume, alter, amend or modify any Indebtedness, or guarantee any Indebtedness, or issue any debt securities, except for (i) the incurrence or guarantee of Indebtedness under any Group Company’s existing credit facilities as required by Law or changes in GAAP or SAP which become effective after effect on the date hereof in an aggregate amount not to exceed the maximum amount authorized under the Contracts evidencing such Indebtedness or (ii) not in an aggregate amount in excess of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes)RMB10,000,000 unless as set forth in the Budget; (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business or expenditures necessary to maintain assets in good repair consistent with the past practice practice, authorize, or make any commitment with respect to, any capital expenditure which is in excess of the Budget; (which includes payment of policyholders’ claimsj) where the amounts paid except pursuant to any Company Employee Plan or to be paid, except in the case of policyholder claimsthis Agreement, (i) are covered by insurance coverage maintained by enter into any new employment or compensatory agreements (excluding the renewal of any such agreements), or terminate any such agreements, with any Employee of any Group Company other than the hiring or termination of employees with an aggregate annual compensation of less than US$200,000, (ii) are in an amount less than Five Million Dollars grant or provide any severance or termination payments or benefits to any Employee of any Group Company, ($5,000,000iii) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to any Employee of any Group Company except such increases or payments, in the aggregate, do not cause an increase in the labor costs of the Group Companies, taken as a whole, by more than 1%, (iv) make any new equity awards to any Employee of any Group Company, (v) establish, adopt, amend or terminate any Company Employee Plan or materially amend the terms of any outstanding Company Options, (vi) take any action to accelerate the vesting or payment of compensation or benefits under the Company Employee Plan, or (vii) forgive any loans to any Employee of any Group Company; (k) take issue or grant any action that would cause Company Option or awards of other types to any of the representations or warranties of person under the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02Share Plans; (l) create make any changes with respect to financial accounting policies or have any subsidiary procedures, including changes affecting the reported consolidated assets, liabilities or results of operations of the Company other than the Company Subsidiaries Group Companies, except as of the date of this Agreementrequired by changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (m) (A) enter into, amend, changemodify, consent to the termination of, or waive any material rights under, any Material Contract (or any Contract that would be a Material Contract if such Contract had been entered into prior to the date hereof) that calls for annual aggregate payments of RMB50,000,000 or more with a term longer than one (1) year which cannot be terminated without material surviving obligations or material penalty upon notice of ninety (90) days or less; (n) enter into any Contract between a Group Company or any of its Subsidiaries, on the one hand, and any “related party” (as such term is defined in Item 404 of Regulation S-K promulgated under the Exchange Act) of any Group Company, one the other hand, except for (i) Contracts solely between the Company and/or its wholly-owned Subsidiaries, (ii) Contracts, with due approval in accordance with the Company’s internal governance rules and policies, entered into on an arm’s length basis and to be carried out in the ordinary course of the Company’s business, and (iii) Contracts permitted under Section 5.01(j); (o) terminate or cancel, terminate let lapse, or waive amend or release, modify in any material respect, other than renewals in the ordinary course of business, any rights under material insurance policies maintained by it which are not promptly replaced by a comparable amount of insurance coverage; (p) commence any Action for a claim of more than RMB10,000,000 (excluding any Action seeking for an injunctive relief or other similar equitable remedies) or settle, release, waive or compromise any pending or threatened Action of or against any Group Company Material Contract (A) for an amount in excess of RMB5,000,000, (B) that was required would impose any material restrictions on the business or operations of any Group Company, or (C) that is brought by or on behalf of any current, former or purported holder of any share capital or debt securities of any Group Company relating to the Transactions; (q) permit any material Intellectual Property owned by any Group Company to lapse or to be filed as an exhibit abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings, fail to pay any required fees and Taxes required or advisable to maintain and protect its interest in each and every item of material Intellectual Property owned by any Group Company, or grant or license or transfer to any Third Party any material Intellectual Property owned by any Group Company; (r) fail to make in a timely manner any filings or registrations with the Company SEC Reports pursuant to Regulation S-K of required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder; (Bs) enter into into, or propose to enter into, any transaction involving any earn-out or similar payment payable by any Group Company, to any Third Party, other than payments in the ordinary course of business; (t) engage in the conduct of any new contract, agreement or arrangement that would be required to be filed as an exhibit line of business material to the Company SEC Reports pursuant to Regulation S-K of the Securities Actand its Subsidiaries, taken as a whole; (n) (i) settle or compromise any material Tax audit, (iiu) make or change any material Tax election or file election, amend any material amendment to a material Tax Return, exceptenter into any material closing agreement or seek any ruling from any Governmental Authority with respect to material Taxes, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, change any method of Tax accounting or Tax accounting period, initiate any voluntary Tax disclosure to any Governmental Authority, or incur any material amount of Taxes outside of the ordinary course of business; (ov) enter into (i) grant any agreement fixed or arrangement that would be required to be reported by floating security interests of the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its AffiliatesCompany; or (pw) announce an intention, enter into any agreement or otherwise make a commitment legally binding commitment, to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the (a) The Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve substantially intact the business, assets and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shallagrees that, between the date of this Agreement and the Merger Effective Time, do except as required by applicable Law, unless Parent shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld): (i) the businesses of the Group Companies shall be conducted only in, and no Group Company shall take any action except in, a lawfully permitted manner in the ordinary course of business consistent with past practice; and (ii) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Group Companies, maintain in effect all Material Company Permits, keep available the services of the current officers, key employees, and key consultants and contractors of the Group Companies and preserve the current material relationships and goodwill of the Group Companies with Governmental Authorities, key customers and suppliers, and any other persons with which any Group Company has relations. (b) In furtherance and without limitation of Section 5.01(a), except as required by applicable Law, the Company will not, and will not permit any of its Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (ai) amend or otherwise change any provision the memorandum and articles of association or equivalent organizational documents of the Company Charter or Company BylawsCompany, or similar make any material amendments to the memorandum and articles of association or equivalent organizational or governance documentsdocuments of any other Group Company; (bii) (i) authorize for issuance, issue, sell, transfer, lease, sublease, license, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose oftransfer, lease, sublease, license, pledge, disposition, grant or transfer encumbrance of, (A) any shares of any class of capital stock of the Company or any Company Subsidiary Group Company, or any options, warrants, convertible securities or other rights of any kind (including any Company Share Award) to acquire any shares of such capital stockshares, or any other ownership interest (including, without limitation, any phantom interest), of any Group Company (other than (x) in connection with the exercise or settlement of any Company Share Awards outstanding on the date hereof in accordance with the Share Incentive Plan and applicable award agreement or (y) in transactions solely among the Company’s wholly-owned Subsidiaries or between the Company and any of its wholly-owned Subsidiaries), or (B) any property or assets (whether real, personal or mixed, and including leasehold interests, intangible property and intellectual property) with a value in excess of RMB30 million of the Company or any Company Subsidiary, Subsidiary (other than (x) sale of such property or assets (including inventory) in the issuance ordinary course of business and consistent with past practice or (y) in transactions solely among the Company’s wholly-owned Subsidiaries or between the Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire and any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, its wholly-owned Subsidiaries); (iii) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, shares, property or otherwise) in , with respect ofto any of its shares, any shares of the Company’s capital stock or the shares of stock other than dividends or other equity interests in distributions from any Group Company Subsidiary that to the Company or another Group Company which is not directly or indirectly wholly wholly-owned by the Company; (iv) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its shares, or any options, warrants, convertible securities or other rights exchangeable into or convertible or exercisable for any of its share capital, in each case other than in connection with the settlement of any Company Share Awards in accordance with the Share Incentive Plan and this Agreement; (v) (A) dividends by effect or commence any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, recapitalization, restructuring, recapitalization reorganization or other reorganization of the similar transaction involving any Group Company or any Company Subsidiary (other than the MergerMerger or any merger or consolidation among wholly-owned Subsidiaries of the Company), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (iiB) for acquisitions create any new Subsidiaries; (including vi) (A) acquire (including, without limitation, by way of merger, consolidation, scheme of arrangement, amalgamation or acquisition of equity interests stock or assets or any other business combination) by the Company or make any capital contribution or investment in any corporation, partnership, other business organization or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien division thereof (other than a Permitted Lienwholly-owned Subsidiary of the Company), or (B) or otherwise surrender, relinquish or dispose of acquire any assets or property of the Company or any Company Subsidiary (other than (x) in the ordinary course of businessbusiness consistent with past practice or (y) assets of a wholly-owned Subsidiary of the Company); (vii) (A) incur, except for assume, alter, amend or modify any Indebtedness, guarantee any Indebtedness, or issue any debt securities, in each case, in excess of RMB30 million individually or RMB30 million in the aggregate, or (iB) sales make (x) any loans or advances to any director or executive officer of investment assets by the Company or (y) any loans or advances in excess of RMB2 million individually or RMB10 million in the aggregate to any other person; (viii) create or grant any Lien on any assets (including Company Intellectual Property) of any Subsidiaries of the Company Subsidiaries other than in the ordinary course of business consistent with past practice; (ix) (A) authorize, or make any commitment with respect to, any single capital expenditure which is in excess of RMB10 million, unless specifically included in the Company’s current budget and operating plan approved by the Company Board, or (iiB) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance authorize or indemnification make any commitment with respect to insurance and similar arrangementscapital expenditures which are, in the ordinary course of business consistent with past practiceaggregate (including capital expenditures included in the Company’s budget and operating plan), (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) RMB30 million for the Group Companies taken as a whole, in the aggregate;each case other than ordinary course expenditures necessary to maintain existing assets in good repair; or (ex) incur any indebtedness for borrowed money guarantee the performance or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the other obligations of any person (other than a guarantees in connection with any Indebtedness as permitted by the foregoing clause (vii)); (xi) except as otherwise required by Law or pursuant to any Company SubsidiaryEmployee Plan in existence as of the date hereof, (A) for borrowed moneyenter into any new employment or compensatory agreements in connection with employment or service (including the renewal of any such agreements), or terminate or amend any such agreements, with any director or officer of any Group Company or any other than indebtedness for borrowed money incurred employee or individual service provider of any Group Company who has an annual base salary in excess of RMB400,000, (B) grant or provide any material severance or termination payments or benefits to any director, officer, employee or individual service provider of any Group Company, (C) materially increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or grant, issue or make any new equity awards to any director, officer, employee or individual service provider of any Group Company, except annual base salary increases to non-officer employees of any Group Company made in the ordinary course of business and pursuant to consistent with past practice, (D) establish, adopt, amend or terminate any credit agreement to which the Company Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Subsidiary is a party Employee Plan if it were in existence as of the date of this Agreement or, except as otherwise expressly set forth in this Agreement, amend the terms of any outstanding Company Share Awards, (which shall be deemed E) except as otherwise expressly set forth in this Agreement, with respect to include draws Company Share Awards, take any action to accelerate or standby letters otherwise alter the vesting or payment, or fund or in any other way secure the payment, of credit compensation or benefits under the Company’s line of credit facility Company Employee Plan, to the extent not already required in any such plan, or (F) change any actuarial or other similar lines of credit)assumptions used to calculate funding obligations with respect to any Company Employee Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by IFRS; (fxii) make any material changes with respect to any method of financial accounting, or financial accounting policies or procedures, including material changes affecting the reported consolidated assets, liabilities or results of operations of any Group Companies except as required by changes in IFRS or applicable Law; (xiii) enter into, or materially amend or modify, or consent to the terms termination of the Plans any Material Contract (or awards made thereunder any Contract that would be a Material Contract if such Contract had been entered into prior to the date hereof), or amend, waive, modify or consent to the termination of this Agreementthe Company’s or any Subsidiary’s material rights thereunder, or fail to comply with or breach in any material respect any Material Contract; (ixiv) increase the compensation terminate or benefits payable to its directorscancel, officers let lapse, or employees (amend or modify in any material respect, other than increases for employees or officers below the level of senior vice president made renewals in the ordinary course of business consistent business, any material insurance policies maintained by it which is not promptly replaced by a comparable amount of insurance coverage with past practice), reputable independent insurance companies or underwriters; (iixv) amend, change, terminate or waive commence any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee material Action (other than with in respect to (A) agreements for new hires of non-executive officers collection of amounts owed in the ordinary course of business consistent with past practice that do business) or settle any Action other than any settlement involving only the payment of monetary damages not provide any change in control benefits and (B) each award under excess of RMB5 million not relating to this Agreement or the Company’s Performance Incentive Plan and the Company’s Long Term Incentive PlanTransactions; (gxvi) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made engage in respect the conduct of any termination or settlement new line of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in business material to the aggregate for the Company and the Company Subsidiaries Group Companies, taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (hxvii) except as permit any item of material Business Intellectual Property to lapse or to be abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings with respect to material Business Intellectual Property, or fail to pay all required by Law fees and taxes required or changes advisable to maintain and protect its interest in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes)material Business Intellectual Property; (ixviii) authorize, fail to make in a timely manner any filings or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as registrations with the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights SEC required under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement the Exchange Act or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Actrules and regulations promulgated thereunder; (n) (i) settle or compromise any material Tax audit, (iixix) make or change any material Tax election or file election, amend any material amendment to a material Tax Return, exceptenter into any material closing agreement with respect to Taxes, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes, consent to any extension or waiver of the statute of limitations applicable to any Tax claim or assessment relating to the Group Companies, or change any method of Tax accounting; (oxx) do any other act which would reasonably cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or intentionally omit to take any action necessary to prevent any such representation or warranty from being untrue in any material respect at any time as of which it is given; (xxi) take any action which would be reasonably likely to result in a Company Material Adverse Effect; or (xxii) authorize or agree to take any of the foregoing actions, or enter into any letter of intent (ibinding or non-binding) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any similar written agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment respect to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except Except (i) as required by this Agreement, as may be required by applicable Law or as set forth described in Section 6.01 5.1 of the Company Disclosure Schedule or except with (ii) to the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of extent Parent shall be deemed to have been given if Parent does not object within three otherwise consent in writing, or (3iii) Business Days after request for such consent is actually received as otherwise contemplated by Parent)this Agreement, the Company shallcovenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall conduct its business and that of its Subsidiaries, taken as a whole, only in, and the Company shall not take any action except in, and shall cause each of the Company its Subsidiaries tonot to take any action except in, conduct its business in the ordinary course of business and in a manner consistent with past practice and in compliance in all material respects with all applicable Laws and regulations; and the Company shall use its commercially all reasonable best efforts to preserve substantially intact the business, assets and business organization of the Company and its Subsidiaries, taken as a whole, to keep available the services of the current officers, employees and consultants of the Company Subsidiaries and its Subsidiaries, and to preserve the current beneficial present relationships of the Company and the Company its Subsidiaries with any Person customers, suppliers, distributors and other persons with which the Company or any Company Subsidiary of its Subsidiaries has material significant business relations (including customersrelations. In addition, suppliers, directors, officers and key employees). Except except as required by this Agreement, as may be required by applicable Law or as set forth described in Section 6.01 5.1 of the Company Disclosure ScheduleSchedule or to the extent Parent shall otherwise consent in writing, neither the Company nor any Company Subsidiary shallshall not and shall not permit its Subsidiaries to, between during the period from the date of this Agreement and continuing until the Merger earlier of the termination of this Agreement or the Effective Time, Time do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.following: (a) amend or otherwise change any provision of the Company Charter or Company Bylaws, Bylaws or similar organizational or governance documentsthe Subsidiary Documents; (b) (i) authorize for issuance, issue, sell, transfer, pledge, redeem, accelerate rights under, dispose of or encumber, or authorize the issuance, sale, transfer, pledge, redemption, acceleration of rights under, disposition or encumbrance of, grant or transfer or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of capital stock of the Company or any Company Subsidiary class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest) in the Company, any of its Subsidiaries or affiliates, except for the issuance of shares of Company Common Stock reserved for issuance on the date hereof pursuant to the exercise of currently outstanding Company Stock Options and the acceleration of Company Stock Options as contemplated by existing plans and agreements; (c) sell, pledge, mortgage, dispose, lease, of or encumber any assets, tangible or intangible (including, without limitation, any Company Real Property or Leased Real Property), of the Company or any Company Subsidiary, of its Subsidiaries or suffer to exist any Lien thereupon other than sales of assets not to exceed $1 million in the issuance aggregate and (B) sales of products in the ordinary course of the Company’s business consistent with past practice; (d) transfer to any person or entity any rights to Company Common Shares issuable Intellectual Property or abandon, permit to lapse or otherwise dispose of any Company Intellectual Property or make any material change in any Company Intellectual Property, except, in each case, non-material, non-patent Intellectual Property in the ordinary course of the Company’s business; (e) enter into or amend any agreements pursuant to Company Stock Awards outstanding on which any other party is granted exclusive marketing or distribution or other exclusive rights of any type or scope with respect to any of the date hereof, Company’s products or technology; (iif) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iiii) declare, set aside aside, make or pay any dividends on, dividend or make any other actual, constructive or deemed distributions distribution (whether in cash, shares, stock or property or otherwiseany combination thereof) in respect ofof any of its capital stock, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary except that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any a direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or may declare and pay a dividend to its parent, (ivii) split, combine or reclassify any shares, of its capital stock or other equity interests of the Company or any Company Subsidiary or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) purchase, repurchase, redeem or otherwise acquire, directly or indirectly, or permit any Subsidiary to purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries, or any option, warrant or right, to acquire any such sharessecurities, stock or propose to do any of the foregoing, other equity intereststhan pursuant to the exercise of the Company’s repurchase rights with respect to unvested shares held by individuals terminating employment or service with the Company or any Subsidiary; (cg) merge (i) acquire (by merger, consolidation or consolidate with acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any equity interest therein; (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any person for borrowed money, or make any loans or advances or capital contributions to or investments in any other Person person, except in the ordinary course of business and consistent with past practice; (iii) enter into, amend, cancel or waive any right under any Material Contract other than in the ordinary course of business consistent with past practice, or enter into, renew, fail to renew, amend or terminate any lease relating to real property (including, without limitation, any existing Real Property Leases), (iv) adopt or implement any new stockholder rights plan; (v) authorize any capital expenditures or purchase of fixed assets which are in excess of $500,000 for any individual expenditure or purchase or in excess of $1 million in the aggregate for all such expenditures and purchases, for the Company and its Subsidiaries taken as a whole except for capitalization of lasers for internal use by the Company in an amount not to exceed $2.5 million in the aggregate; (vi) modify its standard warranty terms for its products or amend or modify any product warranties in effect as of the date of this Agreement in any manner that is adverse to the Company or any Subsidiary, other than extensions of warranties in the ordinary course of business; or (vii) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 5.1(g); (h) (i) increase the compensation payable or to become payable to its current or former directors, officers or employees, (ii) hire or promote any officer or director-level employee or appoint any director of the Company or any of its Subsidiaries, (iii) make any loan, advance or capital contribution (other than loans or advances of reasonable relocation and travel expenses in the ordinary course of business), or grant any severance or termination pay to, or enter into or amend any Company Employee Plan or other plan, contract, agreement or arrangement that would be a Company Employee Plan, (iv) establish, adopt, enter into or amend any collective bargaining agreement or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company or any of its Subsidiaries, (v) pay any discretionary bonuses to any officer of the Company, other than for the discretionary bonuses for fiscal year 2006 the approximate aggregate amount of which is set forth on Schedule 5.1(h)(v) of the Company Disclosure Schedule and which amounts are payable under the Company’s currently effective bonus plans and programs as disclosed in the Filed SEC Documents, (vi) make any awards of equity in the Company or any of its Subsidiaries or any rights to receive equity in the Company or any of its Subsidiaries or (vii) materially change any actuarial assumption or other assumption used to calculate funding obligations with respect to any pension or retirement plan, or change the manner in which contributions to any such plan are made or the basis on which such contributions are determined, except, in each case, as may be required by Law or contractual commitments which are existing as of the date of this Agreement and listed in Section 3.13 of the Company Disclosure Schedule; (i) take any action to change accounting policies or procedures (including procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable), change any assumption underlying, or method of calculating, any bad debt contingency or other reserve, except in each case as required under GAAP or applicable Law; (j) make any Tax election inconsistent with past practice, change any Tax election already made, settle or compromise any federal, state, local or foreign Tax liability or agree to an extension of a statute of limitations, fail to file any Tax Return when due (or, alternatively, fail to file for available extensions) or fail to cause such Tax Returns when filed to be complete and accurate, or fail to pay any Taxes when due; (k) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the financial statements contained in the Filed SEC Documents or incurred in the ordinary course of business and consistent with past practice; (l) fail to pay accounts payable and other obligations in the ordinary course of business; (m) accelerate the collection of receivables or modify the payment terms of any receivables other than in the ordinary course of business consistent with past practices; (n) sell, securitize, factor or otherwise transfer any accounts receivable; (o) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the MergerMerger or as expressly provided in this Agreement), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (dp) sellat any time within the 90-day period before the Effective Time, leasewithout complying fully with the notice and other requirements of the WARN Act, license, subject to effectuate (1) a Lien “plant closing” (other than a Permitted Lienas defined in the WARN Act) affecting any single site of employment or otherwise surrender, relinquish one or dispose more facilities or operating units within any single site of any assets or property employment of the Company or any Company Subsidiary other than of its Subsidiaries; or (2) a “mass layoff” (as defined in the ordinary course WARN Act) at any single site of business, except for (i) sales employment or one or more facilities or operating units within any single site of investment assets by employment of the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company its Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which . Nor shall the Company or any Company Subsidiary is a party of its Subsidiaries otherwise terminate or lay off employees in such numbers as to give rise to liability under any applicable laws respecting the payment of severance pay, separation pay, termination pay, pay in lieu of notice of termination, redundancy pay, or the payment of any other compensation, premium or penalty upon termination of employment, reduction of hours, or temporary or permanent layoffs. For purposes of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of WARN Act and this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below Effective Time is and shall be the level same as the “effective date” within the meaning of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan;WARN Act; and (gq) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, authorize or enter into any agreement, contract or commitment forof any type referred to in Section 3.12, or authorize, take, or agree in writing or otherwise to take, any new material capital expenditures of the actions described in Section 5.1(a) through (such authorized p) above, or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that which would cause make any of the representations or warranties of the Company contained herein to become inaccurate in any material respect this Agreement untrue or any of the covenants of incorrect or prevent the Company from performing or cause the Company not to be breached perform its covenants hereunder, in any material respect or result in the failure to be satisfied of any of each case, such that the conditions set forth in Section 8.02; (l7.2(a) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each caseb), as required by applicable Lawthe case may be, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would not be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment to do any of the foregoingsatisfied.

Conduct of Business by the Company Pending the Merger. From Except as otherwise expressly permitted or required pursuant to this Agreement, the Company agrees that, between the date of this Agreement until and the Merger earlier of Effective Time, except as required by Time or the termination of this Agreement, as may be required by applicable Law or as set forth unless Parent shall otherwise consent in Section 6.01 of the Company Disclosure Schedule or except with the prior written consent of Parent, writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed): (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (31) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each businesses of the Company Subsidiaries toand its Subsidiary shall be conducted only in, conduct and the Company and its business in Subsidiary shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and practice; and (2) the Company shall use its commercially reasonable reasonably efforts to preserve substantially intact the business, assets and business organization of the Company and its Subsidiary, to keep available the services of the current officers, employees and consultants of the Company Subsidiaries and its Subsidiary and to preserve the current beneficial relationships of the Company and the Company Subsidiaries its Subsidiary with any Person customers, suppliers and other persons with which the Company or any Company its Subsidiary has material significant business relations (including customersrelations. By way of amplification and not limitation, suppliers, directors, officers and key employees). Except except as required expressly contemplated by any other provision of this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 of the Company Disclosure Schedule, except as expressly permitted or required by this Agreement neither the Company nor any Company its Subsidiary shall, between the date of this Agreement and the Merger earlier of Effective TimeTime or the termination of this Agreement, do directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed): (a) amend or otherwise change any provision its Certificate of the Company Charter Incorporation or Company Bylaws, By-laws or similar equivalent organizational or governance documents; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose ofpledge, disposition, grant or transfer encumbrance of, (i) any shares of any class of capital stock of the Company or any Company Subsidiary its Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary, its Subsidiary (in each case other than stock options or other equity compensation grants issued in the issuance ordinary course of Company Common Shares issuable business and consistent with past practices pursuant to Company Stock Awards outstanding on the date hereof, existing equity incentive compensation or similar plans) or (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection the ordinary course of business and in a manner consistent with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect ofpast practice, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests assets of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interestsits Subsidiary; (c) merge declare, set aside, make or consolidate pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any other Person of its capital stock, except for dividends by the Subsidiary to the Company; (d) reclassify, combine, split, subdivide or adopt a plan redeem, or purchase or otherwise acquire, directly or indirectly, any of complete or partial liquidationits capital stock; (e) (i) acquire (including, dissolutionwithout limitation, by merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests stock or assets or any other business combination) by the Company any corporation, partnership, other business organization or any Company Subsidiary division thereof or any significant amount of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien assets (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than acquired in the ordinary course of business, except for ); (iii) sales dispose of investment any assets by of the Company or any its Subsidiary (other than assets disposed of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, ); (iii) sales cause the voluntary or transfers involuntary liquidation, reorganization or winding up of assets between wholly owned Company Subsidiaries, its Subsidiary; (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money (other than advances under the Company’s Comerica Line of not greater than $4,000,000 in the aggregate) or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a performance obligations under contracts entered into by the Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred or its Subsidiary in the ordinary course of business and pursuant to business), or make any credit loans or advances, or grant any security interest in any of its assets; (v) enter into any contract or agreement to which the Company or any Company Subsidiary is a party as in excess of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees ($100,000 other than increases for employees or officers below the level of senior vice president made in contracts with customers, vendors and suppliers entered into the ordinary course of business consistent with past practices; (vi) authorize, or make any commitment with respect to, any single capital expenditure which is in excess of $100,000 or capital expenditures which are, in the aggregate, in excess of $200,000 for the Company and its Subsidiary taken as a whole; (vii) enter into any real property lease, or (viii) enter into or amend any contract, agreement, commitment, understanding or arrangement to undertake any matter set forth in this Section 6.01(e); (i) hire any additional employees or service providers, except the Company or its Subsidiary may hire employees paid less than $100,000 per year in total salary, bonuses and other compensation in the ordinary course of business and in a manner consistent with past practice), (ii) amendincrease the compensation payable or to become payable or the benefits provided to its directors, changeofficers, terminate consultants, independent contractors or waive any rights under any Employment Agreement employees, except, with respect to employees and independent contractors, for increases in the ordinary course of business and consistent with past practice of the Company or its Subsidiary, (iii) grant any severance or termination pay to, or enter into any employment or severance agreement with any person in excess of $25,000 per person, (iv) establish, adopt, enter into or amend any Employee Benefit Plan or agreement related to materially increase benefits under an Employee Benefit Plan; (g) voluntarily accelerate the vesting of any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance Company Stock Option or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (Company Stock Award other than with respect to as a result of the Merger; (Ah) agreements for new hires of non-executive officers take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice that do not provide practice, with respect to accounting policies or procedures, other than as required in accordance with GAAP or applicable Law; (i) make any tax election, change an annual accounting period, adopt or change any accounting method, settle or compromise any United States federal, state, local or non-United States income tax liability, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or its Subsidiaries; (j) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in control benefits the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the Most Recent Balance Sheet or subsequently incurred in the ordinary course of business and consistent with past practice; (Bk) each award under amend, modify or consent to the termination of any Material Contract, or amend, waive, modify or consent to the termination of the Company’s Performance Incentive Plan and the Companyor any Subsidiary’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a wholerights thereunder, except in the ordinary course of business and in a manner consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02practice; (l) create commence or have settle any subsidiary of the Company other than the Company Subsidiaries as of the date of this AgreementAction; (m) (A) amend, change, cancel, terminate permit any item of Intellectual Property owned thereby to lapse or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit abandoned, dedicated, or disclaimed, fail to the Company SEC Reports pursuant perform or make any applicable filings, recordings or other similar actions or filings, or fail to Regulation S-K pay all required fees and taxes required or advisable to maintain and protect its interest in each and every item of the Securities Act Intellectual Property owned, used or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Actlicensed thereby; (n) (iengage in any action that could reasonably be expected to cause the Merger to fail to qualify as a “reorganization” under section 368(a) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxesthe Code; (o) enter into (i) take any agreement or arrangement that would be required action to cause the Company’s representations and warranties set forth in Article III to be reported by untrue in any material respect (it being agreed that any breach of this subsection 6.01(o) shall, for the Company pursuant purposes of Article X, be deemed to Item 404 be a breach of Regulation S-K promulgated by the SEC or Company’s representations and warranties, and not a breach of the Company’s covenants); (iip) take any agreement or arrangement with Alleghany Corporation or its Affiliatesaction what would reasonably be likely to materially delay the Merger; or (pq) announce an intention, enter into any formal or informal agreement or otherwise make a commitment commitment, to do any of the foregoing. Notwithstanding the foregoing or anything else herein to the contrary, the Company may from time to time prior to the Effective Time permit the exercise of Options (and the issuance of Company Common Stock in respect of such Options) in accordance with the terms thereof. In such event, the Company shall notify the Equityholder Representative, Parent and Merger Sub, and the parties shall amend the Schedules to this Agreement prior to the Effective Time to reflect such exercise and issuance.

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the The Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, covenants and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve substantially intact the business, assets and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shallagrees that, between the date of this Agreement and the Merger Effective TimeTime or the date, do any if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Legal Requirement, (ii) as consented to in writing by Parent, which consent shall not unreasonably be withheld, conditioned or delayed, (iii) as may be expressly required by or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the following without Company Disclosure Letter, the prior written consent Company shall, and shall cause its subsidiaries to, cause the business of Parentthe Company and its subsidiaries to be conducted only in, and to cause such entities to not take any action except in, the ordinary course of business and in a manner consistent with past practice. The Company shall, and shall cause its subsidiaries to, use their commercially reasonable efforts to preserve intact the Company’s and its subsidiaries’ business organization and reputation, to keep available the services of their key managers, key officers, and key employees, and to maintain existing relations and goodwill with Governmental Authorities, material customers, material suppliers, material creditors, material lessors, material licensors other than those being terminated in accordance with their terms and other persons (including any brand ambassadors) having significant business relationships with the Company and to pay their trade payables in the ordinary course of business. Without limitation to the foregoing, the Company agrees with Parent that, except (1) as required by applicable Legal Requirement, (2) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned; provided), however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received as may be expressly required by Parent.or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not, and shall not permit its subsidiaries to: (a) amend or otherwise change change, or permit any provision of its subsidiaries to amend or otherwise change, the Company Articles of Incorporation or By-laws of the Company Charter or Company Bylaws, or such similar applicable organizational or governance documentsdocuments of any of the Company’s subsidiaries; (b) (i) authorize for issuancesplit, combine, subdivide, reclassify, purchase, redeem or otherwise acquire, issue, sell, pledge, dispose ofdispose, encumber or grant or transfer or agree or commit to issue, sell, dispose of, grant or transfer any shares of any class of its or its subsidiaries’ capital stock of the Company or any Company Subsidiary stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such its or its subsidiaries’ capital stock, except for any such transaction by a wholly owned subsidiary which remains a wholly owned subsidiary after consummation of such transaction; provided, however, that (i) the Company may issue shares upon exercise of any Company Option or the settlement of any other ownership interestRestricted Share Unit, in each case, outstanding as of the date hereof, and (ii) the Company or any Company Subsidiary, other than may acquire shares of capital stock in connection with tax withholdings and exercise price settlements upon the issuance exercise of Company Common Shares issuable pursuant to Company Stock Awards outstanding Options or the settlement of Restricted Share Units, in each case, existing on the date hereof, ; (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iiic) declare, set aside authorize, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, sharesstock, property or otherwise) in , with respect of, any shares of to the Company’s or any of its subsidiaries’ capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Companystock, other than (Ai) dividends or other distributions paid by any direct or indirect wholly owned subsidiary of the Company Subsidiary to the Company or any other wholly-owned subsidiary of the Company Subsidiary and (Bii) dividend equivalents already accrued cash dividends paid upon the Series A Serial Preferred Stock (it being agreed that dividends shall not be paid upon the Series A Serial Preferred Stock other than in cash); (d) except as required pursuant to any Company Benefit Plan in effect as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b4.15(a) of the Company Disclosure Schedule or Letter: (ivi) split, combine or reclassify any shares, stock increase the compensation or other equity interests benefits payable or to become payable to directors, executive officers, employees or individual service providers of the Company or any of its subsidiaries; (ii) grant any severance or termination pay to, or enter into any employment, retention, change of control or severance agreement or arrangement with any director, executive officer, employee or individual service provider of the Company Subsidiary or issue any of its subsidiaries; (iii) establish, adopt, enter into, amend or authorize terminate any Company Benefit Plan or other plan, trust, fund, policy, agreement, program or arrangement for the issuance benefit of any securities current or former directors, officers, employees or individual service providers, or any of their respective beneficiaries, except for renewals or amendments in respect ofthe ordinary course of business consistent with past practice that do not materially increase the cost to the Company or its subsidiaries or Parent; (iv) adopt, in lieu enter into, amend or terminate any collective bargaining agreement or other arrangement relating to union or organized employees; (v) hire any employees; or (vi) adopt, enter into, grant, or establish any incentive compensation or any program for incentive compensation (whether an annual incentive, a long-term incentive, or otherwise). (e) grant, confer or award options, convertible securities, restricted stock, restricted stock units or other rights to acquire any of its or its subsidiaries’ capital stock or take any action not otherwise contemplated by this Agreement to accelerate the vesting of or in substitution for shares of such shares, stock cause to be exercisable any otherwise unvested or unexercisable option or other equity interestsor equity-based award (except as otherwise provided by the terms of any unexercisable options or other equity awards outstanding on the date hereof); (cf) merge acquire or consolidate permit its subsidiaries to acquire (including by merger, consolidation, or acquisition of stock or assets) any entity, business or material portion of the assets of any person except for (i) inventory in the ordinary course of business consistent with past practices and (ii) licenses in the ordinary course of business consistent with past practices requiring an upfront payment or similar payment in an amount not in excess of $2,000,000 and/or guaranteed minimum royalty or similar payments by the Company or any of its subsidiaries for any twelve (12) month period in an amount not in excess of $1,000,000; (g) enter into new lines of business outside of the existing business; (h) create, incur, guarantee or assume or otherwise become liable for or modify in any material respect (or permit its subsidiaries to create, incur, guarantee or assume or otherwise become liable for or modify in any material respect) the terms of any Indebtedness, including any Company Indebtedness, other Person than (i) guarantees by the Company of Indebtedness of its wholly-owned subsidiaries and (ii) Indebtedness of a subsidiary of the Company payable to the Company or a wholly-owned subsidiary of the Company; (i) modify or amend in any respect materially adverse to the Company or any of its subsidiaries, waive or grant any material release or relinquish any material rights under, or terminate, any Company Material Contract or Company Lease other than the expiration or renewal of any Company Material Contract or Company Lease in accordance with its terms, or enter into any contract, agreement, or arrangement that would have been a Company Material Contract or Company Lease if entered into prior to the date hereof; (j) make any material change to its methods of accounting in effect at June 30, 2015 (as disclosed in the Company’s most recent annual report on Form 10-K), except (i) as required by GAAP, Regulation S-X of the Exchange Act or a Governmental Authority or quasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organization), or (ii) as required by a change in applicable Legal Requirements; (k) except for transactions among the Company and its wholly owned subsidiaries or among the Company’s wholly owned subsidiaries, sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber or subject to any Lien (other than Permitted Liens) or otherwise dispose of any material portion of its properties or assets, other than dispositions by the Company and its subsidiaries in the ordinary course of business consistent with past practice in an amount not to exceed $2,000,000 in the aggregate; (l) make any investment (by contribution to capital, property transfer, purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any person other than (A) in the ordinary course of business consistent with past practice in an amount not to exceed $1,000,000 in the aggregate or (B) in a direct or indirect wholly-owned subsidiary of the Company in the ordinary course of business consistent with past practice; (m) except to the extent otherwise required by applicable Legal Requirements, (i) make any material Tax election other than in the ordinary course of business consistent with past practice, (ii) revoke or change any material Tax election, (iii) change (or request any taxing authority to change) any material aspect of its method of Tax accounting or annual Tax accounting period, (iv) file any amended Tax Return with respect to any material Tax, (v) incur any material Tax liability outside of the ordinary course of business, (vi) incur any material amount of gross income for U.S. federal income tax purposes as a result of any intercompany transaction or a transaction in which cash is not a material portion of the consideration outside of the ordinary course of business, (vii) file any material Tax Return prepared in a manner inconsistent with past practice, (viii) settle or compromise any audit or proceeding relating to a material amount of Taxes, (ix) enter into any material agreement principally relating to Taxes with respect to the Company or any subsidiaries, (x) waive or extend the statute of limitations in respect of any material Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), (xi) issue, increase or modify (or permit any of its subsidiaries to issue, increase or modify) any intercompany Indebtedness (A) where a non-U.S. subsidiary is the borrower other than in the ordinary course of business or (B) where a non-U.S. subsidiary is a lender or guarantor and the Company or a U.S. subsidiary is the borrower, or (xii) surrender any material claim for a refund of Taxes; (n) [intentionally omitted] (o) make or agree to make, or permit any of its subsidiaries to make or agree to make, capital expenditures totaling in the aggregate more than $5,000,000 per fiscal quarter; (p) adopt or enter into, or permit to be adopted or entered into, a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary of its subsidiaries; (other than q) release, withdraw, concur with the Merger)dismissal of, except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of mergersettle any material claim, consolidationaction, acquisition of equity interests suit or assets or any other business combination) by proceeding involving the Company or any Company Subsidiary of its subsidiaries, other than routine, immaterial matters (including the settlement of any Person providing for purchase price consideration (including any related amounts or promissory notesinsurance claims) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business; (r) settle, except for (i) sales of investment assets by pay, discharge or satisfy any claim, action, suit, proceeding or investigation against or regarding the Company or any of its subsidiaries, whether civil, criminal, administrative or investigative, other than matters that involve only the Company Subsidiaries in the ordinary course payment of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount monetary damages not in excess of Five Million Dollars ($5,000,000) 250,000 individually or $500,000 in the aggregate; aggregate (e) incur excluding from such dollar threshold any indebtedness for borrowed money or issue amounts covered by any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations insurance policy of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of creditits subsidiaries); (fs) except as required by the terms take, or omit to take (or permit any of the Plans its subsidiaries to take, or awards made thereunder prior omit to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practicetake), (ii) amend, change, terminate any action which would reasonably be expected to cause a default or waive any rights event of default under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive PlanCompany Indebtedness; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (Bt) enter into any new contractagreement, agreement understanding or arrangement that would be required to be filed as an exhibit with respect to the Company SEC Reports pursuant to Regulation S-K voting or registration of the Securities Actshares of the Company’s or its subsidiaries’ capital stock; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (ou) enter into (i) into, amend, modify, waive or terminate any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its AffiliatesAffiliate Transaction; or (pv) authorize or enter into into, or permit any of its subsidiaries to authorize or enter into, any agreement or otherwise make a any commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From Each of Seller and the Company covenant and agree that, between the date of this Agreement until and the Merger Effective Time, (i) unless Purchaser shall otherwise agree in writing, (ii) except as specifically permitted or required by this Agreement, Agreement and (iii) except for such changes in or transfers of assets or liabilities as may be required by applicable Law or as set forth necessary so that the representations and warranties contained in Section 6.01 2.1 are accurate as of the Closing, the businesses of the Company Disclosure Schedule or except with and the prior written consent of ParentSubsidiaries shall be conducted only in, which consent and the Company and the Subsidiaries shall not be unreasonably withheldtake any action except in, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course of business and in a manner consistent with past practice practice. Each of Seller and the Company shall use its commercially reasonable their respective best efforts to preserve substantially intact the business, assets and business organization of the Company and the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company Subsidiaries and the Subsidiaries, and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person customers, suppliers and other persons with which the Company or any of the Subsidiaries has significant business relations. Seller shall cause the Company Subsidiary has material business relations (including customersand the Subsidiaries to comply with the Company's obligations under this Section 4.1. By way of amplification and not limitation, suppliers, directors, officers and key employees). Except except as required expressly contemplated by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of the Subsidiaries shall, between the date of this Agreement and the Merger Effective Time, do directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.Purchaser: (a) amend or otherwise change any provision its articles of the Company Charter incorporation or Company Bylaws, bylaws or similar equivalent organizational or governance documents; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant grant, encumber, or transfer or agree or commit to issueauthorize the issuance, sellsale, dispose ofpledge, disposition, grant or transfer encumbrance of (i) any shares of any class of capital stock of the Company or any Company Subsidiary of the Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest, ) of the Company or any Company Subsidiary, other than of the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, Subsidiaries; or (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests material assets of the Company or any Company Subsidiary or issue or authorize of the issuance Subsidiaries, except in the ordinary course of any securities business and in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interestsa manner consistent with past practice; (c) merge declare, set aside, make or consolidate pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any other Person of its capital stock; (d) reclassify, combine, split, subdivide or adopt a plan redeem, or purchase or otherwise acquire, directly or indirectly, any of complete or partial liquidationits capital stock; (i) acquire (including, dissolutionwithout limitation, by merger, share exchange, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests stock or assets or any other business combination) by the Company any other Entity or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company division thereof or any Company Subsidiary other than in the ordinary course material amount of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, assets; (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed moneyperson, other than indebtedness for borrowed money incurred or make any loans or advances, except in the ordinary course of business and pursuant consistent with past practice, but in no event for more than $10,000 in each instance or $100,000 in the aggregate; (iii) authorize, or make any commitment with respect to any credit agreement single capital expenditure which is, individually, in excess of $10,000, or in the aggregate in excess of $100,000; or (iv) make or direct to which be made any capital investments or equity investments in any entity, other than investments in any of its wholly-owned Subsidiaries, in excess of $10,000 for a single transaction and $100,000 in the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit)aggregate; (f) except as for changes expressly required by the terms of the Plans or awards made thereunder prior to the date of contemplated in this Agreement, (i) increase the compensation payable or to become payable or the benefits payable provided to its directors, officers or employees (other than employees, except for increases for employees or officers below the level of senior vice president made in the ordinary course of business and consistent with past practice)practice in salaries or wages of employees of the Company or any of the Subsidiaries who are not directors or officers of the Company; or grant any severance or termination pay to, (ii) amendor enter into any employment or severance agreement with, changeany director, terminate officer or waive other employee of the Company or of any rights under any Employment Agreement of the Subsidiaries; or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargainingemployee benefit, bonus, profit profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with for the benefit of any director, officer or employee; (g) hire any new employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide or terminate any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planofficer or key employee; (gh) pre-pay take any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or action, other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company than reasonable and the Company Subsidiaries taken as a whole, except usual actions in the ordinary course of business and consistent with past practice and in accordance practice, with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its respect to accounting policies or procedures (whether for financial accounting or Tax purposesincluding, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivable); (i) authorizemake or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a Tax Return, enter into any commitment forclosing agreement, settle any new material capital expenditures (such authorized claim or committed new material capital expenditures being referred assessment in respect of Taxes, or consent to hereinafter as any extension or waiver of the “Capital Expenditures”) limitation period applicable to any claim or assessment in an amount in excess respect of Two Million Dollars ($2,000,000) in the aggregateTaxes; (j) pay, discharge, settle discharge or satisfy any material litigationclaim, arbitrationsliability or obligation (absolute, proceedingsaccrued, claimsasserted or unasserted, liabilities contingent or obligations otherwise), other than any the payment, dischargedischarge or satisfaction, settlement or satisfaction in the ordinary course of business and consistent with past practice (which includes payment practice, of policyholders’ claims) where the amounts paid liabilities reflected or to be paid, except reserved against in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company Balance Sheet or (ii) are in an amount less than Five Million Dollars ($5,000,000) subsequently incurred in the aggregateordinary course of business and consistent with past practice; (k) take amend, modify or consent to the termination of any action that would cause any Material Company Contract or Film License, or amend, waive, modify or consent to the termination of the representations or warranties rights of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result Subsidiaries thereunder, other than in the failure to be satisfied ordinary course of any of the conditions set forth in Section 8.02business and consistent with past practice; (l) create commence or have settle any subsidiary of the Company other than the Company Subsidiaries as of the date of this AgreementLegal Proceeding; (m) (A) amendknowingly take, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required allow to be filed as an exhibit taken, or fail to the Company SEC Reports pursuant to Regulation S-K take any action which act or omission would jeopardize qualification of the Securities Act or (BMerger as a reorganization within the meaning of Section 368(a) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities ActCode; (n) (i) settle or compromise any material Tax auditfail to maintain its property and assets in customary repair, (ii) make or change any material Tax election or file any material amendment to a material Tax Returnorder and condition, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxesreasonable wear and use excepted; (o) fail to maintain its books account and records in the usual, regular and ordinary manner, in accordance with GAAP applied on a consistent basis; (p) fail to comply in all material respects with applicable Legal Requirements; (q) engage in any action or enter into (i) any agreement transaction or arrangement that would be required permit any action to be reported by taken or transaction to be entered into that could reasonably be expected to delay the consummation of, or otherwise adversely affect any of the transactions contemplated hereunder; (r) take any action that would, or would reasonably be expected to, result in any of the representations and warranties of the Company pursuant set forth in this Agreement to Item 404 of Regulation S-K promulgated by be untrue or any condition to the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its AffiliatesMerger set forth in Article 7 to not be satisfied; or (ps) announce an intention, enter into any formal or informal agreement or arrangement, or otherwise make a commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company agrees that, from the date of this Agreement until the Merger earlier of the Effective TimeTime and termination of this Agreement pursuant to Article VIII, except as required by this Agreement, as may be (x) required by applicable Law or as Law, (y) set forth in Section 6.01 5.01 of the Company Disclosure Schedule or except with the prior written (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent of Parent, in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed), (provided that consent i) the businesses of Parent the Group Companies shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business conducted in the ordinary course of business and in a manner consistent with past practice practice; and (ii) the Company shall use its commercially reasonable efforts to preserve substantially intact the business, assets and the business organization of the Company Group Companies in all material respects, to keep available the services of the current officers and key employees of the Company Subsidiaries Group Companies and to preserve maintain in all material respects the current beneficial relationships of the Company Group Companies with existing customers, suppliers and the Company Subsidiaries with any Person other persons with which the Company or any Company Subsidiary Group Companies has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Scheduledate hereof. Without limiting the generality of the foregoing paragraph, neither the Company nor any Company Subsidiary shall, between from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Merger Effective TimeCompany Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed): (a) amend or otherwise change any provision its memorandum and articles of the Company Charter association or Company Bylaws, or similar equivalent organizational or governance documents; (b) (i) authorize for issuance, issue, sell, transfer, lease, sublease, license, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose oftransfer, lease, sublease, license, pledge, disposition, grant or transfer encumbrance of, (i) any shares of any class of capital stock any Group Company (other than in connection with (A) the exercise of any Company Options, or Company RSs in accordance with the Performance Incentive Plans, (B) the withholding of Company securities to satisfy tax obligations with respect to Company Options or Company RSs, (C) the acquisition by the Company of its securities in connection with the forfeiture of Company Options or any Company Subsidiary RSs and (D) the acquisition by the Company of its securities in connection with the net exercise of Company Options in accordance with the terms thereof) or any options, warrants, securities convertible securities into any share capital or other rights of any kind to acquire any shares of such capital stockshares, or any other ownership interest (including any phantom interest), of the Company any Group Company, or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchaseany property or assets (whether real, redeem personal or otherwise acquire mixed, and including leasehold interests and intangible property) of any securities Group Company with a value or equity equivalents purchase price (including the value of assumed liabilities) in excess of US$5,000,000, except in connection with the exercise ordinary course of Company Stock Options business, or the vesting of Company Stock Awards, (iii) any material Intellectual Property owned by or licensed to any Group Company, except in the ordinary course of business consistent with past practice; (c) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, shares, property or otherwise, with respect to any of its shares (other than dividends or other distributions from any Subsidiary of the Company to the Company or any of its other Subsidiaries); (d) in respect ofreclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any shares of its share capital or securities or other rights exchangeable into or convertible or exercisable for any of its share capital (other than the purchase of Shares to satisfy obligations under the Performance Incentive Plans, including the withholding of Shares in connection with the exercise of Company Options, or Company RSs in accordance with the terms and conditions of such Company Options or Company RSs (as applicable)); (e) effect or commence any liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, restructuring, reorganization, public offering or similar transaction involving any Group Company’s , or create any new Subsidiary (other than creating any new Subsidiary in the PRC by a Group Company that (i) is incorporated in the PRC and (ii) does not require any capital stock injection (directly or indirectly) from outside the shares PRC after the date hereof), other than as contemplated by this Agreement; (f) acquire, whether by purchase, merger, spin off, consolidation, scheme of arrangement, amalgamation or acquisition of stock or other equity interests assets or otherwise, any assets, securities or properties, in aggregate, with a value or purchase price (including the value of assumed liabilities) in excess of US$5,000,000 in any Company Subsidiary that is not directly transaction or indirectly wholly owned by the related series of transactions; (g) incur or assume any indebtedness for borrowed money or guarantee any indebtedness for borrowed money of any Third Party or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of any Group Company, except for borrowings or guarantee of indebtedness (i) under any Group Company’s existing credit facilities as in effect on the date hereof in an aggregate amount not to exceed the maximum amount authorized under the Contracts evidencing such Indebtedness or (ii) not in an aggregate amount in excess of US$10,000,000; (h) make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than (Atravel and similar advances to its employees in the ordinary course of business consistent with past practice) dividends by to, any Person other than a direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for ; (i) sales of investment other than expenditures necessary to maintain assets by the Company or any of the Company Subsidiaries in good repair in the ordinary course of business consistent with past practice, authorize, or make any commitment with respect to, capital expenditures (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangementsvehicle purchases) that are, in the ordinary course of business consistent with past practiceaggregate, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in US$25,000,000 for the aggregateGroup Companies taken as a whole; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (fj) except as required pursuant to any Company Employee Plan or this Agreement, (i) enter into any new employment or compensatory agreements (including the renewal of any such agreements), or terminate any such agreements, with any director, officer, employee or consultant of any Group Company other than the hiring or termination of employees or consultants below the C-level or its equivalent (e.g. the head of business unit) or with an annual compensation of less than US$200,000, (ii) grant or provide any severance or termination payments or benefits to any director, officer, employee or consultant of any Group Company except as required by the terms of the Plans applicable Law or awards made thereunder prior to Contracts in effect on the date of this Agreement, (iiii) increase the compensation compensation, bonus or pension, welfare, severance or other benefits payable of, pay any bonus to its directorsany director, officers officer, employee or employees consultant of any Group Company except such increases or payments, in the aggregate, do not cause an increase in the labor costs of the Group Companies, taken as a whole, by more than 10%, (iv) make any new equity or other incentive awards to any director, officer, employee or consultant of any Group Company, (v) establish, adopt, amend or terminate any Company Employee Plan or collective bargaining agreement or materially amend the terms of any outstanding Company Options except as required by applicable Law, (vi) take any action to accelerate the vesting of Company Options or Company RSs or (vii) forgive any loans to any director, officer, employee or consultant of any Group Company; (k) issue or grant any Company Option or Company RSs to any person under the Performance Incentive Plans; (l) make any changes with respect to financial or tax accounting policies or procedures, including changes affecting the reported consolidated assets, liabilities or results of operations of the Group Companies, except as required by changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (m) enter into, amend, modify, consent to the termination of, or waive any material rights under, any Material Contract (or any Contract that would be a Material Contract if such Contract had been entered into prior to the date hereof) that calls for annual aggregate payments of US$5,000,000 or more or with a term longer than one (1) year which cannot be terminated without material surviving obligations or material penalty upon notice of ninety (90) days or less (other than increases for employees the amendments to the indentures described in Section 6.08(e)); (n) enter into, amend, modify, consent to the termination of, or officers below waive any material rights under, any Control Agreements (or any Contract that would be a Control Agreement if such Contract had been entered into prior to the level date hereof); (o) enter into any Contract with any director or officer of senior vice president made the Company or any of its Subsidiaries, individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and members of any such individual’s immediate family; (p) terminate or cancel, let lapse, or amend or modify in any material respect, other than renewals in the ordinary course of business consistent with past practice)business, any material insurance policies maintained by it which is not promptly replaced by a comparable amount of insurance coverage; (iiq) amend, change, terminate or waive commence any rights under Action for a claim of more than US$5,000,000 (excluding any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance Action seeking injunctive relief or other similar plan, agreement, trust, fund, policy equitable remedies) or arrangement with settle or compromise any director, officer or employee (Action other than any settlement involving the payment of monetary damages not in excess of US$5,000,000; (r) permit any Intellectual Property owned by any Group Company to lapse or to be abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and Taxes required or advisable to maintain and protect its interest in each and every item of Intellectual Property owned by any Group Company; (s) fail to make in a timely manner any filings or registrations with respect the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder; (t) enter into, or propose to (A) agreements for new hires enter into, any transaction involving any earn-out or similar payment payable by any Group Company, to any Third Party, other than payments in connection with purchases of non-executive officers vehicles, plant, equipment, supplies, computers or other assets in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Planbusiness; (gu) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made engage in respect the conduct of any termination or settlement new line of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for business material to the Company and the Company Subsidiaries its Subsidiaries, taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (iiv) make or change any material Tax election or file election, materially amend any material amendment to a material Tax Return, except, in each case, return (except as required by applicable Law), or (iii) enter into any material closing agreement with respect to material Taxes, surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes or materially change any method of Tax accounting; (ow) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) announce an intention, enter into any formal or informal agreement or otherwise make a commitment commitment, to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company agrees that, between the date of this Agreement until and the Merger Effective Time, except as required required, permitted or otherwise contemplated by this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 of the Company Disclosure Schedule or and except with the prior written consent of Parent, which consent provided that Parent shall not be unreasonably withheld, delayed withhold or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent)delay its consent, the Company shall, and shall cause each businesses of the Company and the Company Subsidiaries toshall be conducted in, conduct its business in and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice practice; and the Company shall use its commercially reasonable efforts to preserve substantially intact the business, assets and business organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person persons with which the Company or any Company Subsidiary has material significant business relations (including customers, suppliers, directors, officers and key employees)relations. Except as required required, permitted or otherwise contemplated by this Agreement, as may be required by applicable Law Agreement or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, do any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.delayed: (a) amend or otherwise change any provision of the Company Charter or Company Bylaws, or similar organizational or governance documents; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer or agree or commit to issue, sell, pledge, dispose of, grant or transfer any shares of any class of capital stock of the Company or any Company Subsidiary or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of the Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, ; (ii) repurchase, redeem or otherwise acquire directly or indirectly any securities or equity equivalents except in connection with the exercise of Company Stock Options or Options, the vesting of Company Stock Stock-Based Awards, or the lapse of restrictions on Company Stock-Based Awards; (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than except for (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other directly or indirectly wholly owned Company Subsidiary Subsidiary, and (B) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Stock-Based Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule hereof; or (iv) split, combine or reclassify any shares, stock or other equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for shares of such shares, stock or other equity interests; (c) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization except as set forth in Section 6.01(c) of the Company or any Company Subsidiary Disclosure Schedule, acquire (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets assets, or any other business combination) by the Company any corporation, partnership, limited liability company, joint venture or other business organization (or division thereof) or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien property (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries acquired in the ordinary course of business consistent with past practice) exceeding $7.0 million, (ii) transfers and pledges of assets in connection with or merge or consolidate the conduct Company or any of the insurance businessCompany Subsidiaries with any other Person, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between except for any such transactions among wholly owned Company Subsidiaries, or restructure, reorganize or completely or partially liquidate, or make any loans, advances or capital contributions to or investments in any Person (ivother than the Company or any direct or indirect wholly owned Subsidiary of the Company) pursuant to existing written contracts or commitments in excess of $5.5 million in the aggregate; (d) except as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) Schedule, incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than except for indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include include, without limitation, draws or standby letters of credit under the Company’s line of credit facility or other similar lines of creditcredit as in effect on the date hereof); (e) except as set forth in Section 6.01(e) of the Company Disclosure Schedule, materially amend or terminate any Company Material Contract or enter into any new contract or agreement that, if entered into prior to the date of this Agreement, would have been required to be listed in Section 4.16 of the Company Disclosure Schedule as a Company Material Contract or filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K; (f) except as set forth in Section 6.01(f) of the Company Disclosure Schedule or except as required by the terms of the U.S. Plans or awards made thereunder prior to Non-U.S. Plans (in each case, as in effect on the date of this Agreement) or by applicable Law, (i) increase the compensation or benefits payable to its directors, officers or employees (except for increases in salaries to employees (other than increases for employees or officers below the level of senior vice president made executive officers) in the ordinary course of business consistent with past practice), (ii) other than with respect to newly hired officers and employees in the ordinary course of business, grant to any director, officer or employee of the Company or of any Company Subsidiary any new severance, change of control or termination pay, grant any increase in, or otherwise alter or amend, changeany right to receive any severance, terminate change of control or waive any rights under any Employment Agreement termination pay or (iii) benefits or establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee, (iii) accelerate the vesting or payment of any compensation payable or benefits provided or to become payable or provided to any employee or (iv) terminate or materially amend any existing, or adopt any new, U.S. Plan or Non-U.S. Plan (other than with respect to (A) agreements for new hires of non-executive officers changes made in the ordinary course of business consistent with past practice that do not provide materially increase the costs of any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plansuch Plans or as may be necessary to comply with applicable Laws); (g) pre-pay any long-term debt debt, except in the ordinary course of business (which shall be deemed to include include, without limitation, pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars (not to exceed $5,000,000) 5.5 million in the aggregate for the Company and the Company Subsidiaries its subsidiaries taken as a whole, or pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice and in accordance with the terms of such debttheir terms; (h) except as required by Law the SEC or changes in GAAP or SAP which become effective after the date of this Agreement, or as recommended by the Company’s audit committee or independent auditors, in which case the Company shall notify the Parent, materially change any of its accounting policies (whether for financial accounting or Tax purposes); (i) authorize, or enter into any commitment for, any new material capital expenditures expenditure (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars other than ($2,000,000i) Capital Expenditures identified in the aggregateCompany’s 2007 budget materials provided to the Buyer Parties and (ii) Capital Expenditures in the ordinary course of business and consistent with past practice as reasonably determined by the Company to be necessary; (j) paywaive, dischargerelease, assign, settle or satisfy compromise any pending or threatened litigation or claim (i) where the amounts paid or to be paid are greater than $7.0 million, (ii) which entails obligations that would impose any material litigationrestrictions on the business or operations of the Company or any Company Subsidiary or (iii) that is brought by any current, arbitrationsformer or purported holder of any capital stock or debt securities of the Company or any Company Subsidiary in its own right or allegedly on or behalf of the Company relating to the transactions contemplated by this Agreement; (k) except in the ordinary course of business and in accordance with past practices, proceedingsmake or change any material Tax election or material Tax accounting method, claimssettle or compromise any material Tax liability, liabilities file any material Tax Return; enter into any material Tax allocation agreement, material Tax sharing agreement, material Tax indemnity agreement or obligations closing agreement relating to any material Tax, or agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes; (l) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or otherwise dispose of any material assets or businesses of the Company or any Company Subsidiary, other than any payment, discharge, settlement or satisfaction assets in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement;practice; and (m) (A) amendannounce an intention, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (p) enter into any agreement or otherwise make a commitment commitment, to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From the date of this Agreement until the Merger Effective Time, except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the The Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent), the Company shall, covenants and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve substantially intact the business, assets and organization of the Company and the Company Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, officers and key employees). Except as required by this Agreement, as may be required by applicable Law or as set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shallagrees that, between the date of this Agreement and the Merger Effective Time, do any earlier of the following without Effective Time and the prior written consent of Parentdate, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as may be required by Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned; provided), however(iii) as may be expressly permitted pursuant to this Agreement, that consent or (iv) as set forth in Section 6.1 of Parent the Company Disclosure Letter, the business of the Company and its subsidiaries shall be deemed conducted only in the ordinary course of business and in a manner consistent with past practice in all material respects, and the Company shall use its reasonable best efforts to have been given if Parent does maintain its current relationships with its suppliers, manufacturers, distributors, customers, business associates, executives and other key employees and Governmental Authorities. Without limiting the generality of the foregoing, the Company shall not, and shall not object within three (3) Business Days after request for such consent is actually received by Parent.permit any of its subsidiaries, to: (a) amend or otherwise change any provision the Restated Certificate of Incorporation or the Bylaws of the Company Charter (or Company Bylaws, or similar such equivalent organizational or governance documentsgoverning documents of any of its subsidiaries); (b) (i) authorize for issuance, issue, sell, pledge, dispose ofdispose, grant encumber, grant, confer or transfer or agree or commit to issue, sell, dispose of, grant or transfer award any shares of any class of its or its subsidiaries’ capital stock of the Company or any Company Subsidiary stock, or any options, warrants, restricted stock units, convertible securities or other rights of any kind to acquire any (or that are valued in reference to) shares of such its or its subsidiaries’ capital stock, stock or take any other ownership interest, action not otherwise contemplated by this Agreement to cause to be exercisable any otherwise unexercisable option under any existing stock plan (except as otherwise required by the terms of the any unexercisable Company or any Company Subsidiary, other than the issuance of Company Common Shares issuable pursuant to Company Stock Awards Option outstanding on the date hereof); provided, however, that (iii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the Company may issue shares upon the exercise of Company Stock Options or the vesting of Company Stock Awards, (iii) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions (whether in cash, shares, property or otherwise) in respect of, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) dividends by any direct or indirect wholly owned Company Subsidiary to the Company or any other Company Subsidiary and (B) dividend equivalents already accrued Option outstanding as of the date hereof under this Section 6.1, (ii) the Company may issue shares required to be issued pursuant to the ESPP and paid with respect (iii) the Company may make grants and awards solely to Company Stock Awards outstanding on the limited extent required as of the date of this Agreement under individual employment agreements or offer letters executed prior to the date hereof and set forth in (which are disclosed on Section 6.01(b6.1(b) of the Company Disclosure Schedule Letter); (c) (i) declare, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the Company’s or any of its subsidiaries’ capital stock, voting securities, other equity interests or obligations convertible into or exchangeable for any shares of its or any of its subsidiaries’ capital stock, other than dividends and distributions paid by a direct or indirect wholly-owned subsidiary of the Company to its parent; (ivii) adjust, split, combine or reclassify any sharesof its or any of its subsidiaries’ capital stock, stock voting securities or other equity interests of the Company or any Company Subsidiary interests, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of such sharesits or any of its subsidiaries’ capital stock, stock voting securities or other equity interests; or (iii) purchase, redeem or otherwise acquire any shares of capital stock, voting securities, other equity interests or obligations convertible into or exchangeable for any shares of its capital stock, or any other securities of the Company or any rights, warrants, calls or options to acquire any such shares of capital stock, voting securities or other equity interests, except for purchases, redemptions or other acquisitions of Company Common Stock required in connection with the forfeiture, exercise or vesting of any stock options outstanding on the date of this Agreement or issued after the date of this Agreement in accordance with the requirements of this Agreement; (cd) merge except as required pursuant to existing written agreements or consolidate Company Benefit Plans in effect as of the date hereof or as otherwise required by Law, (i) materially increase the compensation or other benefits payable or to become payable to employees, directors, executive officers of the Company or any of its subsidiaries, other than, in the case of employees who are neither directors nor officers of the Company or any of its subsidiaries increases in cash compensation in the ordinary course of business consistent with past practice (including, for this purpose, the normal salary and bonus review process conducted each year), provided that such increases are not material, either individually or in the aggregate, (ii) grant any severance or termination pay to, or enter into or amend any severance agreement with, any director, officer, employee of the Company or any of its subsidiaries, (iii) enter into any employment agreement (other than an “at will” agreement that may be terminated by the Company without cost or penalty) with any employee or officer of the Company or any of its subsidiaries (except to the extent necessary to replace a departing employee), (iv) except as set forth in Section 6.1(d) of the Company Disclosure Letter, establish, adopt, enter into, amend or terminate any collective bargaining agreement (including, but not limited to, the Collective Bargaining Agreements), or other Person agreement with a union, works council or other labor representative, plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers, employees or any of their beneficiaries, (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Company Benefit Plan, (vi) amend or modify any outstanding equity award other than to the extent required by the terms of this Agreement, (vii) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement contract or arrangement or Company Benefit Plan, (viii) accelerate the vesting or payment of any compensation or benefit under any Company Benefit Plan other than to the extent required by the terms of this Agreement, or (ix) change any actuarial assumption used to calculate funding obligations with respect to any Company Benefit Plan, except to the extent required by applicable Law, or change the manner in which contributions to any Company Benefit Plan are made or the basis on which such contributions are determined; (e) directly or indirectly acquire (including by merger, consolidation, or acquisition of stock or assets) any person or any division or material amount of assets thereof, except with respect to acquisitions with collective purchase prices not exceeding $2,500,000 in the aggregate; provided, however, this Section 6.1(e) shall not limit the Company’s ability to purchase inventory or other assets in the ordinary course of business consistent with past practice or pursuant to existing contracts to which the Company or any of its subsidiaries is a party; (f) directly or indirectly (i) sell, lease, license, mortgage, sell and leaseback or otherwise encumber or subject to any Lien (other than Permitted Liens) or otherwise dispose of any of its properties or other assets or any interests therein (including securitizations), in each case, with value in excess of $1,000,000, other than sales of inventory and obsolete equipment in the ordinary course of business consistent with past practice or (ii) enter into, modify or amend any lease of real property; (g) except for borrowings under the Company’s existing credit facilities (which credit facilities have been disclosed to Parent), (i) incur or modify the terms of any material indebtedness for borrowed money in excess of $1,000,000 in the aggregate or guarantee any such indebtedness for any person, (ii) make any loans, advances or capital contributions to, or investments in, any other person (other than the Company or any of its wholly owned subsidiaries) or (iii) repay, redeem, repurchase or otherwise retire, or otherwise make any payment in respect of, any indebtedness for borrowed money or any debt securities, or any rights, warrants, calls or options to acquire any debt securities, other than as required by their terms as in effect on the date of this Agreement; (h) make any capital expenditure which is in excess of $1,000,000, except as set forth in the budget delivered to Parent prior to the date hereof; (i) (i)(A) enter into or become bound by any agreement that, if entered into prior to the date hereof, would be a Company Material Contract, (B) modify or amend in any material respect or modify or amend or grant any release or relinquish any material rights under, any Company Material Contract outside the ordinary course of business or (C) terminate any Company Material Contract or (ii) waive, release or assign any material rights or claims under any Company Material Contract; (j) change its fiscal year or, except as required by GAAP or applicable Laws, make any change in accounting methods, principles or practices; (k) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregatereorganization; (dl) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than except in the ordinary course of business, except for (i) sales of investment assets by the Company make or any of the Company Subsidiaries in the ordinary course of business consistent with past practice, (ii) transfers and pledges of assets in connection with the conduct of the insurance business, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company Subsidiary) for borrowed money, other than indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of credit facility or other similar lines of credit); (f) except as required by the terms of the Plans or awards made thereunder prior to the date of this Agreement, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amend, change, terminate or waive any rights under any Employment Agreement or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business consistent with past practice and in accordance with the terms of such debt; (h) except as required by Law or changes in GAAP or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting or material Tax purposes); (i) authorizeelections, or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice (which includes payment of policyholders’ claims) where the amounts paid or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax auditliability of the Company or any of its subsidiaries requiring payment in excess of $2,000,000, (ii) make or change any material change in any method of Tax election or financial accounting, file any material amendment to a an income or other material Tax Return, except, waive or extend any statute of limitations in each case, respect of Taxes except as required by applicable Law, fail to promptly notify Parent of any audit, examination, investigation, written claim or (iii) surrender other proceedings by any right taxing authority that arises prior to claim the Effective Time and involves a material refund amount of Taxes; (o) enter into (i) any agreement or arrangement that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or (pm) authorize, commit, resolve or enter into any agreement or otherwise make a commitment to do any of the foregoing.

Conduct of Business by the Company Pending the Merger. From The Company agrees that, between the date of this Agreement until and the Merger Effective Time, except as expressly permitted or required by any provision of this Agreement, as may be required by applicable Law Agreement or as otherwise set forth in Section 6.01 of the Company Disclosure Schedule or except with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (provided that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent)Schedule, the Company shall, and shall cause each Subsidiary to, (a) conduct the businesses of the Company and the Subsidiaries toin, conduct and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice, including, without limitation, paying its business debts and Taxes when due subject to good faith disputes over such debts or Taxes, paying or performing its other obligations when due (or within applicable grace periods) and maintaining its books and records in the ordinary course of business consistent with past practice and shall (b) use its commercially reasonable best efforts to preserve substantially intact the business, assets and organization lines of business of the Company and the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries and to preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Person customers, suppliers and other persons with which the Company or any Company Subsidiary has material business relations (including customers, suppliers, directors, dealings and keep available the services of its present officers and key employees), in each case with the objective that the goodwill and ongoing business of the Company and the Subsidiaries shall be unimpaired at the Effective Time. Except as required contemplated by this Agreement, as may be required by applicable Law Agreement or as otherwise set forth in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Merger Effective Time, do directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within three (3) Business Days after request for such consent is actually received by Parent.: (a) amend amend, propose to amend, or otherwise change its Certificate of Incorporation or By-laws or equivalent organizational documents or convert into a different form of entity. The Company shall not take any provision of the Company Charter action to exempt any third party from any applicable Anti-takeover Law or Company Bylaws, or similar organizational or governance documentsadopt any stockholder rights plan; (b) (i) authorize for issuance, issue, sell, pledge, dispose of, grant or transfer encumber, or agree or commit to issueauthorize the issuance, sellsale, dispose ofpledge, disposition, grant or transfer encumbrance of, (i) any shares of any class of capital stock of the Company or any Company Subsidiary Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of the Company or any Company Subsidiary, other than Subsidiary (except for the issuance of Company Common Shares issuable pursuant to Company Stock Awards outstanding on the date hereof, (ii) repurchase, redeem or otherwise acquire any securities or equity equivalents except in connection with the exercise of Company Stock Options outstanding on the date hereof) or (ii) any inventory, property or assets of the vesting Company or any Subsidiary, except in the ordinary course of Company Stock Awards, business; (iiic) declare, set aside aside, make or pay any dividends ondividend or other distribution, or make any other actual, constructive or deemed distributions (whether payable in cash, sharesstock, property or otherwise) in , with respect ofto any of its capital stock, any shares of the Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company, other than (A) except for dividends by any direct or indirect wholly wholly-owned Company Subsidiary to the Company or any other Company Subsidiary and Subsidiary; (Bd) dividend equivalents already accrued as of the date hereof and paid with respect to Company Stock Awards outstanding on the date hereof and set forth in Section 6.01(b) of the Company Disclosure Schedule or (iv) reclassify, combine, split, combine subdivide or reclassify amend the terms of any shares, of its capital stock or other equity interests of the Company or any Company Subsidiary or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for for, shares of its capital stock, except for any such sharestransaction by a wholly-owned Subsidiary which remains a wholly-owned Subsidiary after consummation of such transaction, or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or any other equity interestssecurities thereof or any other rights, warrants or options to acquire any such shares of other securities (except for repurchases made by the Company pursuant to the Company’s stock repurchase program in accordance with the terms disclosed in the SEC Reports prior to the date of this Agreement); (ce) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger), except (i) that a Company Subsidiary may merge with another Company Subsidiary or (ii) for acquisitions (including by way of merger, consolidation, acquisition of equity interests or assets or any other business combination) by the Company or any Company Subsidiary of any Person providing for purchase price consideration (including any related amounts or promissory notes) of an amount less than Five Million Dollars ($5,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate; (d) sell, lease, license, subject to a Lien (other than a Permitted Lien) or otherwise surrender, relinquish or dispose of any assets or property of the Company or any Company Subsidiary other than in the ordinary course of business, except for (i) sales of investment assets by the Company or any of the Company Subsidiaries as necessary in the ordinary course of business consistent with past practice, grant or acquire, agree to grant to or acquire from any Person, or dispose of any rights to, any Intellectual Property, or disclose or agree to disclose to any Person, other than representatives of Parent or Purchaser, any trade secret or other confidential information. (f) (i) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof; (ii) transfers and pledges of assets in connection with the conduct of the insurance businessexcept for borrowings under existing credit facilities, including pursuant to reinsurance, coinsurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance and similar arrangements, in the ordinary course of business consistent with past practice, (iii) sales or transfers of assets between wholly owned Company Subsidiaries, (iv) pursuant to existing written contracts or commitments as set forth in Section 6.01(d) of the Company Disclosure Schedule or (v) in an amount not in excess of Five Million Dollars ($5,000,000) in the aggregate; (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or grant any security interest in any of its assets except in the ordinary course of business; (iii) enter into any contract or agreement, other than in the ordinary course of business, or pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice; (iv) materially modify, amend or terminate or waive, release or assign any material rights or claims with respect to any Material Contract or (x) enter into any new Contract that, if entered into prior to the date of this Agreement, would have been required to be filed with the SEC Reports or would be reasonably likely to (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Merger; (v) authorize, or make any commitment with respect to, any single capital expenditure which is in excess of $250,000 or capital expenditures which are, in the aggregate, in excess of $1,000,000 for the Company and the Subsidiaries, taken as a whole; or (vi) enter into or amend any contract, agreement, commitment or arrangement with respect to any matter set forth in this Section 6.01(f); (g) increase the compensation payable to its directors, officers or employees, except for increases in the ordinary course of business in salaries, wages, bonuses, incentives or benefits of employees of the Company or any Subsidiary who are not directors or officers of the Company, or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or of any Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, retention, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (h) (i) adopt or change any of its accounting practices, policies or procedures, except for any such adoption or change as may be required by reason of a change in GAAP or applicable SEC rules or regulations, (ii) change its fiscal year, (iii) write up, write down or write off the book value of any assets, except for depreciation, amortization and impairment charges recorded in accordance with GAAP consistently applied, (iv) prepare or file any Tax return inconsistent with past practice or, on any Tax return, take any position, make, change or revoke any election, or adopt or change any Tax accounting method that is inconsistent with positions taken, elections made or Tax accounting methods used in preparing or filing similar Tax returns in prior periods, (v) materially amend any Tax returns, or (vi) settle or compromise any material claim or assessment relating to Taxes, enter into any closing agreement relating to Taxes or consent to any material claim or audit relating to Taxes; (i) (i) enter into any contracts that limit or restrain the Company or any Subsidiary or any of their respective affiliates, or that would, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of their respective affiliates or successors, from engaging or competing in any business or in any geographic area or location, (ii) amend, modify or terminate, or permit the amendment, modification or termination of, any lease or sublease, (iii) engage in any transaction with, or enter into, amend or terminate (except pursuant to its terms) any agreement, arrangement, or understanding with, directly or indirectly, any of the Company’s affiliates, including any transactions, agreements, arrangements or understandings with any affiliate of the Company or other person covered under Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed under such Item 404 or (iv) enter into any agreement or exercise any discretion providing for acceleration of payment or performance as a result of a change of control of the Company or the Subsidiaries; (i) materially modify, amend or terminate or waive, release or assign any material rights or claims with respect to, any Material Contract or (ii) enter into any new contract that, if entered into prior to the date of this Agreement, would have been required to be listed in Section 4.19(a) of the Disclosure Schedule as a Material Contract or would be reasonably likely to (x) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (y) prevent or materially delay the consummation of the Merger; (k) alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of the Company or any Subsidiary, including through the adoption of a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization; (l) (i) incur any indebtedness for borrowed money or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or any Subsidiary or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a Company wholly-owned Subsidiary) for borrowed money, other than except for indebtedness for borrowed money incurred in the ordinary course of business and pursuant to any credit agreement to which the Company or any Company Subsidiary is a party as of the date of this Agreement (which shall be deemed to include draws or standby letters of credit under the Company’s line of existing credit facility facilities or other similar lines of credit); (f) except as required by the terms of the Plans renewals or awards made thereunder prior to the date of this Agreementrefinancings thereof, (i) increase the compensation or benefits payable to its directors, officers or employees (other than increases for employees or officers below the level of senior vice president made in the ordinary course of business consistent with past practice), (ii) amendpay, changedischarge or satisfy any claims, terminate liabilities or waive any rights under any Employment Agreement obligations (absolute, accrued, contingent or (iii) establish, adopt, enter into or amend to materially increase benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, loan, retention, consulting, indemnification, termination, severance or other similar plan, agreement, trust, fund, policy or arrangement with any director, officer or employee (other than with respect to (A) agreements for new hires of non-executive officers in the ordinary course of business consistent with past practice that do not provide any change in control benefits and (B) each award under the Company’s Performance Incentive Plan and the Company’s Long Term Incentive Plan; (g) pre-pay any long-term debt (which shall be deemed to include pre-payments or repayments of lines of credit facilities or other similar lines of credit or payments made in respect of any termination or settlement of any interest rate swap or other similar hedging instrument relating thereto) in an amount exceeding Five Million Dollars ($5,000,000) in the aggregate for the Company and the Company Subsidiaries taken as a wholeotherwise), except in the ordinary course of business consistent with past practice and in accordance with practice, or (iii) make any loans, advance or capital contributions to, or investments in, any other person, other than to the terms of such debtCompany or any wholly-owned Subsidiary; (hm) except as required by Law waive, release, assign, settle or changes in GAAP compromise any claims, or SAP which become effective after the date of this Agreement, materially change any of its accounting policies (whether for financial accounting litigation or Tax purposes)arbitration; (i) authorize, permit any Insurance Policy to be canceled or enter into any commitment for, any new material capital expenditures (such authorized or committed new material capital expenditures being referred to hereinafter as the “Capital Expenditures”) in an amount in excess of Two Million Dollars ($2,000,000) in the aggregate; (j) pay, discharge, settle or satisfy any material litigation, arbitrations, proceedings, claims, liabilities or obligations terminated other than any payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice or (which includes payment of policyholders’ claimsii) where the amounts paid permit to lapse any registrations or to be paid, except in the case of policyholder claims, (i) are covered by insurance coverage maintained applications for any material Intellectual Property owned by the Company or (ii) are in an amount less than Five Million Dollars ($5,000,000) in the aggregate; (k) take any action that would cause any of the representations or warranties of the Company contained herein to become inaccurate in any material respect or any of the covenants of the Company to be breached in any material respect or result in the failure to be satisfied of any of the conditions set forth in Section 8.02; (l) create or have any subsidiary of the Company other than the Company Subsidiaries as of the date of this Agreement; (m) (A) amend, change, cancel, terminate or waive or release, in any material respect, any rights under any Company Material Contract that was required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act or (B) enter into any new contract, agreement or arrangement that would be required to be filed as an exhibit to the Company SEC Reports pursuant to Regulation S-K of the Securities Act; (n) (i) settle or compromise any material Tax audit, (ii) make or change any material Tax election or file any material amendment to a material Tax Return, except, in each case, as required by applicable Law, or (iii) surrender any right to claim a material refund of TaxesSubsidiary; (o) incur or commit to any capital expenditures, except for capital expenditures up to the aggregate amount set forth in a capital expenditure budget plan delivered to Parent prior to the date of this Agreement and set forth in Section 6.01(o) of the Disclosure Schedule; (p) subject to Section 7.05(b), enter into any new confidentiality agreements with any party or amend any existing confidentiality agreements without the written consent of the Parent; or (q) agree, authorize or enter into any commitment or verbal or written agreement to take any action (i) that is intended or would reasonably be expected to result in any agreement or arrangement that would be required of the conditions to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC Merger set forth in Article VIII not being satisfied or (ii) any agreement or arrangement with Alleghany Corporation or its Affiliates; or that is described in the foregoing clauses (pa)-(p) enter into any agreement or otherwise make a commitment to do any of the foregoingthis Section 6.01.