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

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, 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; and the Company and its Subsidiaries shall use their commercially reasonable efforts to (a) preserve intact in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of their current officers and key employees, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required 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:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earliest to occur of the Effective Time or and the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, except (i1) as required by applicable Law, provided Parent is given Law or (2) as with the prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, consent of Parent (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated provided that any such consent of Parent shall not affect the calculation of Leakage Amount hereunder, except that any receivables sold under Factoring Arrangements with the consent of Parent pursuant to this Agreement or (ivSection 6.1(l) as shall not be considered Leakage Amounts and shall be disregarded for purposes of the dollar threshold set forth in Section 6.1 clause (vii)(B) of the Company Disclosure Letter, definition of Leakage Amount): (A) the business of the Company and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in all material respects in the ordinary course Ordinary Course of Business, (B) the Company shall use commercially reasonable efforts to preserve intact its existence and business organization, keep available the services of its employees and in a manner consistent to preserve the goodwill and present relationships (contractual or otherwise) with past practice; all customers, suppliers, resellers, retailers, distributors, employees, licensors and others having significant business dealings with the Company or any of its Subsidiaries, (C) the Company and its Subsidiaries shall use their commercially reasonable efforts to (a) preserve intact comply in all material respects with the Company's business organization and the assets requirements of the Company Innovation Law (including, without limitation, reporting obligations, limitations on the transfer of know-how and/or manufacturing rights outside of the State of Israel, and its Subsidiaries, (b) obligations relating to keep available the services of their current officers and key employeesroyalty payments), and (cD) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall notnot and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company Pending the Merger. The During the period from the date of this Agreement and continuing until the earliest to occur of (i) the termination of this Agreement, (ii) the time the designees of Parent constitute a majority of the Company Board or (iii) the Effective Time, the Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, provided unless Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to shall otherwise approve in writing by Parent, (which consent approval shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or and unless otherwise expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of hereunder, the Company Disclosure Lettershall conduct its business and shall cause the businesses of its subsidiaries to be conducted, the business of and the Company and its Subsidiaries shall be conducted only in, and such entities subsidiaries shall not take any action except except, in the ordinary course of business and in a manner consistent with past practicepractice and in compliance with applicable laws; and the Company and its Subsidiaries shall use their commercially reasonable commercial efforts to (a) preserve substantially intact in all material respects the Company's business organization and the assets of the Company and its Subsidiariessubsidiaries, (b) to keep available the services of their current officers the present officers, employees and key employees, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 consultants of the Company Disclosure Letterand its subsidiaries, and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations; and the Company shall nottake such actions prior to the Effective Time as are reasonably requested by Parent to inform employees of the Company of the existence of certain caps on health benefits currently in effect. By way of amplification and not limitation, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earliest to occur of (i) the termination of this Agreement, (ii) the time the designees of Parent constitute a majority of the Company Board or (iii) the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written approval of Parent, unless expressly contemplated hereunder or disclosed in the Company Disclosure Schedule:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as (iw) as required by applicable Law, provided Parent is given prior written notice and consulted with to Law or the extent reasonably practicable and permitted by applicable LawCOVID Measures, (iix) as consented to in writing by Parent, Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (iiiy) as may be expressly required or expressly contemplated pursuant to this Agreement or (ivz) as set forth in Section 6.1 6.1(a) of the Company Disclosure Letter, the Company shall, and shall cause its Subsidiaries to, use its and their reasonable best efforts to conduct 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; , and to the extent consistent therewith, the Company and its Subsidiaries shall use their commercially its reasonable best efforts to (aA) preserve intact in all material respects the Company's its present lines of business and business organization and the assets of the Company its relationships with key customers, suppliers and its Subsidiariesother Persons with which it has material business relations, (bB) cooperate with Parent to keep available the services of their its current officers and key employeesCEO Direct Reports (and to promptly notify Parent of the departure of any such officers or CEO Direct Reports), except with respect to any termination for cause and (cC) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the rights of the Company agrees with Parent thatand its Subsidiaries under the Company Permits and the Company Material Contracts. Without limiting the generality of the foregoing, except as (1w) as required by applicable Law, provided Law or contractual obligations under Material Contracts in effect as of the date hereof or any Contract entered into with the written consent of Parent is given prior written notice and consulted with to after the extent reasonably practicable and permitted by applicable Lawdate hereof, (2x) as consented to in writing by ParentParent (in the case of clauses, a(ii) and (e) through (y), which consent shall not be unreasonably withheld, conditioned condition or delayeddelayed and in the case of clauses (a)(i), (3b), (c) as and (d), may be withheld in Parent’s sole discretion), (y) expressly required or expressly contemplated pursuant to this Agreement or (4z) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, that between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), except as set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or as required by any other provision of this Agreement or required by applicable Law, any Governmental Entity of competent jurisdiction or the daterules or regulations of the NASDAQ, if any, on which this Agreement is terminated pursuant to Section 8.1, except unless Parent shall otherwise agree in writing: (i) the Company will, and will cause each Company Subsidiary to, conduct its business and operations: (a) in the ordinary course and in accordance with past practices; and (b) in compliance in all material respects with all applicable Laws; (ii) the Company shall use its commercially reasonable efforts to preserve intact its current business organization, keeps available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other persons having business relationships with the Company; and (iv) the Company shall promptly notify Parent in writing of (A) any written notice or other communication of which the Company has knowledge from any person alleging that the Consent of such person is or may be required in connection with any of the Transactions, and (B) any Proceeding commenced, or, to the knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Merger or any of the other Transactions. Without limiting the foregoing, except as set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by any other provision of this Agreement or as required by applicable Law, provided Parent is given any Governmental Entity of competent jurisdiction or the rules or regulations of the NASDAQ, the Company shall not, and shall not permit any Company Subsidiary to, during the Pre-Closing Period, do any of the following without the prior written notice and consulted with to consent of Parent (which consent solely in the extent reasonably practicable and permitted by applicable Lawcase of clauses (j), (iil), (m), (n), (u), (v), (z), (aa) as consented to in writing by Parent, which consent and (bb) below shall not be unreasonably withheld, conditioned delayed or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, 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; and the Company and its Subsidiaries shall use their commercially reasonable efforts to (a) preserve intact in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of their current officers and key employees, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required 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:conditioned):

Conduct of Business by the Company Pending the Merger. The Company covenants During the period from and agrees that, between after the date of this Agreement and to the earlier of the Effective Time or the date, if any, on which termination of this Agreement is terminated pursuant to Section 8.18.01, except unless (ia) as otherwise required, contemplated or permitted by this Agreement, (b) set forth on Section 5.01 of the Disclosure Schedule, (c) required by applicable Law, provided Law or Nasdaq rule or (d) Parent is given prior gives its written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to in writing by Parentconsent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, the business of the Company and its Subsidiaries shall be conducted only inshall, and such entities shall not take any action except cause its subsidiaries to conduct the Company’s business in all material respects in the ordinary course of business and in a manner consistent with past practice; , and the Company and its Subsidiaries shall use their commercially reasonable efforts to (ai) preserve intact in all material respects the Company's business organization its present relationships with each of its customers, suppliers, and the assets of other persons with whom the Company and its Subsidiarieshas material business relations, (bii) to maintain satisfactory relationships with and keep available the services of their the Company’s current officers and key employeesother Key Employees, and (ciii) to maintain existing preserve in all material respects its present relationships and goodwill with Governmental Authorities, Authorities and maintain in effect all material customers and material suppliers, material landlords and licensorsHealthcare Permits that are required for the Company or its subsidiaries to carry on their respective businesses as currently conducted. FurthermoreDuring the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement pursuant to Section 8.01, the Company agrees shall not, and shall not permit any of its subsidiaries to, unless (A) otherwise required, contemplated or permitted by this Agreement (including to the extent required to comply with Parent thatthe Company’s obligations in the immediately preceding sentence), except (1B) as forth on Section 5.01 of the Disclosure Schedule, (C) required by applicable Law, provided Law or Nasdaq rule or (D) Parent is given prior gives its written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parentconsent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required 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:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement and the Effective Time or the dateTime, if any, on which except as contemplated by this Agreement is terminated pursuant to Section 8.1, except (i) or as required by applicable Law, provided or unless Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to Merger Sub shall otherwise consent in writing by Parent, (which consent shall not be unreasonably withheld, conditioned withheld or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letter), the business businesses of the Company and its Subsidiaries shall be conducted only in, and such entities the Company shall not, and the Company shall not permit any of its Subsidiaries to, take any action except in the ordinary course Ordinary Course of business and in a manner consistent with past practiceBusiness; and the Company and will use its Subsidiaries shall use their commercially reasonable efforts to (a) preserve substantially intact in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of their current officers the present officers, Employees and key employeesconsultants of the Company and its Subsidiaries, to preserve the present relationships of the Company and its Subsidiaries with customers, clients, suppliers and other Persons with which the Company and its Subsidiaries have significant business relations and pay all applicable federal and material state, local and foreign Taxes when due and payable (other than those Taxes the payment of which the Company or one of its Subsidiaries challenges in good faith in appropriate proceedings), to operate the business of the Company and its Subsidiaries in compliance with all Law, and (c) to maintain existing relationships in full force and goodwill with Governmental Authoritieseffect all Permits necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted. Notwithstanding the foregoing, material customers and material suppliers, material landlords and licensors. Furthermoreexcept as set forth in Section 4.1 of the Company Disclosure Schedule, the Company agrees with Parent thatshall not, except (1) as required by applicable Lawand shall not permit any of its Subsidiaries, provided Parent is given without the prior written notice consent of Parent and consulted with to the extent reasonably practicable and permitted by applicable Law, Merger Sub (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned withheld or delayed), (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall notto:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement and the Effective Time or the dateTime, if any, on which except as contemplated by this Agreement is terminated pursuant to Section 8.1, except (i) or as required by applicable Law, provided or unless Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to Merger Sub shall otherwise consent in writing by Parentwriting, which consent shall not be unreasonably withheld, conditioned withheld or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, the business businesses of the Company and its Subsidiaries shall be conducted only in, and such entities 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 practicepractice or (ii) as set forth in Section 4.1 of the Company Disclosure Schedule; and the Company and will use its Subsidiaries shall use their commercially reasonable efforts to (a) preserve substantially intact in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of their current officers the present officers, employees and key employeesconsultants of the Company and its Subsidiaries, to preserve the present relationships of the Company and its Subsidiaries with customers, clients, suppliers and other Persons with which the Company and its Subsidiaries have significant business relations and pay all applicable federal and material state, local and foreign Taxes when due and payable (cother than those Taxes the payment of which the Company or one of its Subsidiaries challenges in good faith in appropriate proceedings) and to maintain existing relationships in full force and goodwill with Governmental Authoritieseffect all Permits necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted. Without limiting the generality of the foregoing, material customers and material suppliers, material landlords and licensors. Furthermoreexcept as (x) expressly contemplated by this Agreement or (y) set forth in Section 4.1 of the Company Disclosure Schedule, the Company agrees with Parent thatshall not, except (1) as required by applicable Lawand shall not permit any of its Subsidiaries, provided Parent is given without the prior written notice consent of Parent and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by ParentMerger Sub, which consent shall not be unreasonably withheld, conditioned withheld or delayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 of the Company Disclosure Letter, the Company shall notto:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees the Principal Shareholders covenant and agree that, between the date of this Agreement execution and delivery hereof and the Effective Time or the dateTime, if any, on which except as expressly required by this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, provided or unless Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to shall otherwise specifically agree in writing by Parent, which consent in advance (provided that such agreement shall only be requested and provided if consistent with applicable Law and provided further that such agreement shall not be unreasonably withheld, conditioned or delayed), the Company shall, and the Principal Shareholders shall cause the Company to, (iiii) as may be expressly required or expressly contemplated pursuant use Commercially Reasonable Efforts to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, the conduct its business of the Company and to cause its Subsidiaries shall be conducted to conduct their respective businesses 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; practice and the Company (ii) conduct its business and cause its Subsidiaries shall use to conduct their commercially reasonable efforts to (a) preserve intact respective businesses in compliance in all material respects with all applicable Laws. The Company shall use its Commercially Reasonable Efforts, and the Principal Shareholders shall use their Commercially Reasonable Effort to cause the Company's : (A) to preserve intact the business organization and the assets and Intellectual Property of the Company and each of its Subsidiaries, and to operate and shall operate and cause each of its Subsidiaries to operate, according to plans and budgets previously provided to Parent; (bB) to keep available the services of their current officers and key the present officers, employees, consultants, sales representatives, distributors and sales agents of the Company and each of its Subsidiaries; (cC) to maintain existing in effect Material Contracts; and (D) to preserve the present relationships of the Company and goodwill each of its Subsidiaries with Governmental Authoritiesadvertisers, material customers and material publishers, sponsors, customers, licensees, suppliers, material landlords sales representatives, distributors and licensors. Furthermore, other Persons with which the Company agrees with Parent thator any of its Subsidiaries has business relations. By way of amplification and not limitation, except (1) as required by applicable Lawneither the Company nor any of its Subsidiaries shall, provided Parent is given nor shall any Principal Shareholder cause the Company to, between the execution and delivery hereof and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written notice consent of Parent (provided that such consent shall only be requested and consulted provided if consistent with to the extent reasonably practicable applicable Law and permitted by applicable Law, (2) as consented to in writing by Parent, which provided further that such consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required 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:):

Conduct of Business by the Company Pending the Merger. The Company covenants agrees that between the date of this Agreement and agrees thatthe earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by any other provision of this Agreement or as required by applicable Law, or any order of a Governmental Entity of competent jurisdiction or the rules or regulations of the Nasdaq, unless Parent shall otherwise agree in writing (which agreement shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to (x) use reasonable best efforts to conduct its operations in the ordinary course of business consistent with past practice and (y) use commercially reasonable efforts to preserve substantially intact its respective business organization, keep available the services of its respective current officers and employees, and preserve its respective present relationships with material customers, suppliers, distributors, licensors and licensees and Governmental Entities and other persons having material business relationships with it. Without limiting the foregoing, except as set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by any other provision of this Agreement or as required by applicable Law, or any order of a Governmental Entity of competent jurisdiction, the Company shall not, and shall cause each Company Subsidiary not to, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is terminated pursuant to Section 8.1in accordance with its terms, except (i) as required by applicable Law, provided Parent is given do any of the following without the prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, consent of Parent (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed): (a) amend the Company Charter or the Company Code (or any organizational documents of a Company Subsidiary), (iii) as may except, in the case of a Company Subsidiary that is not a Significant Subsidiary, for amendments that would not be expressly required materially adverse to the Company, or expressly contemplated pursuant adopt a rights plan, “poison pill” or similar agreement that is, or at the Effective Time will be, applicable to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, 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; and the Company and its Subsidiaries shall use their commercially reasonable efforts to (a) preserve intact in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of their current officers and key employees, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required 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:Transactions;

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the dateTime, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as required by applicable Law, provided unless Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to Merger Sub shall otherwise consent in writing by Parent, (which consent shall not be unreasonably withheld, conditioned delayed or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letterconditioned), the business businesses of the Company and its Subsidiaries shall be conducted only in, and such entities the Company and its Subsidiaries shall not not, take any action except (i) in the ordinary course of business and in a manner consistent with past practicepractice in all material respects and in compliance in all material respects with all laws, Permits and Contracts, (ii) as contemplated by this Agreement or (iii) as set forth in Schedule 4.1 of the Company Disclosure Schedules; the Company will, and it shall cause its Subsidiaries to, preserve substantially intact the business organization of the Company and its Subsidiaries and will pay all applicable Taxes when due and payable; the Company will, and it shall cause its Subsidiaries to, use their its commercially reasonable efforts to (a) preserve intact in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of the present officers, employees and consultants of the Company and its Subsidiaries and to preserve the present relationships of the Company and its Subsidiaries with their current officers respective clients and key employees, suppliers. During the period from the date of this Agreement and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermorecontinuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees shall, and it shall cause each of its Subsidiaries to maintain its books and records in accordance with past practice, and to use its commercially reasonable efforts to maintain in full force and effect all Permits; promptly notify Parent thatof any material event or occurrence not in the ordinary course of business; and, subject to the conduct of the businesses of the Company and its Subsidiaries prior to the Effective Time in the ordinary course of business and in a manner consistent with past practice in accordance with this Section 4.1, use its commercially reasonable efforts to conduct its business in such a manner that on the Closing Date the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects, as though such representations and warranties were made on and as of such date, and the Company shall use its commercially reasonable efforts to cause all of the conditions to the obligations of Parent and Merger Sub under this Agreement to be satisfied as soon as reasonably practicable following the date hereof. Without limiting the generality of the foregoing, except as (1x) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required or expressly contemplated pursuant to by this Agreement or (4y) as set forth in Section 6.1 Schedule 4.1 of the Company Disclosure LetterSchedules, the Company shall not, and it shall not permit any of its Subsidiaries to, without the prior written consent of Parent and Merger Sub:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees on behalf of itself and its Subsidiaries that, between the date of this Agreement and the Effective Time or the dateTime, if any, on which except as contemplated by this Agreement is terminated pursuant to Section 8.1, except (i) or as required by applicable Law, provided or unless Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to shall otherwise consent in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Letterwriting, the business businesses of the Company and its Subsidiaries shall be conducted only in, and such entities the Company shall not, and the Company shall not permit any of its Subsidiaries to, take any action except (a) in the ordinary course Company’s Ordinary Course of business and Business or (b) as set forth in a manner consistent with past practiceSection 4.1 of the Company Disclosure Schedule; and the Company and will use its Subsidiaries shall use their commercially reasonable efforts to (a) preserve substantially intact in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of their current officers the present officers, employees and key employeesconsultants of the Company and its Subsidiaries, to preserve the present relationships of the Company and (c) to maintain existing relationships its Subsidiaries with customers, clients, suppliers and goodwill other Persons with Governmental Authorities, material customers which the Company and its Subsidiaries have significant business relations and pay all applicable federal and material suppliersstate, material landlords local and licensors. Furthermore, foreign Taxes when due and payable (other than those Taxes the payment of which the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice or one of its Subsidiaries challenges in good faith in appropriate proceedings and consulted with which are fully reserved for to the extent reasonably practicable required under GAAP) and permitted by applicable Lawto maintain in full force and effect all permits necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted (“Company Permits”). Without limiting the generality of the foregoing, except as (x) in the Company’s Ordinary Course of Business, (2y) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required or expressly contemplated pursuant to by this Agreement or (4z) as set forth in Section 6.1 4.1 of the Company Disclosure LetterSchedule, the Company shall not, and shall not permit any of its Subsidiaries, without the prior written consent of Parent, to:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with the terms hereof or the Effective Time or the dateTime, if anyunless Parent shall otherwise agree in writing, on which this Agreement is terminated pursuant to Section 8.1, and except (i) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth in Section 6.1 4.01 of the Company Disclosure LetterSchedule, the Company shall conduct its business and shall cause the businesses of the Company and its Subsidiaries shall subsidiaries to be conducted only in, and such entities the Company and its subsidiaries shall not take any action except in in, the ordinary course of business and in a manner consistent with past practice, except as otherwise required or explicitly permitted pursuant to the terms of this Agreement; and the Company and its Subsidiaries shall use their commercially reasonable commercial efforts to (a) preserve substantially intact in all material respects the Company's business organization and the assets of the Company and its Subsidiariessubsidiaries, (b) to keep available the services of their current officers the present officers, employees and key employees, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, consultants of the Company agrees and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with Parent thatcustomers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations, except (1) as otherwise required by applicable Law, provided Parent is given prior written notice and consulted with or explicitly permitted pursuant to the extent reasonably practicable terms of this Agreement. By way of amplification and permitted by applicable Lawnot limitation, (2) except as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly otherwise required or expressly contemplated explicitly permitted pursuant to the terms of this Agreement or (4) as set forth in Section 6.1 4.01 of the Company Disclosure LetterSchedule, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with the terms hereof or the Effective Time, directly or indirectly do, or propose to do, or enter into or materially amend any contract, agreement, commitment or arrangement to effect, any of the following without the prior written consent of Parent (which consent, in the case of clauses (e)(iv), (e)(v), (g), (h), (j),(i) and (k) below, shall not:not be unreasonable withheld):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.18.1 (the “Interim Period”), except (ia) as may be required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (iib) as consented to may be agreed in writing by Parent, Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), (iiic) as may be expressly required contemplated or expressly contemplated permitted pursuant to this Agreement or Agreement, (ivd) as set forth in Section 6.1 of the Company Disclosure LetterLetter or (e) as reasonably required to comply with, establish or implement COVID-19 Measures: (x) the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to conduct the business of the Company and its Subsidiaries shall be conducted only inSubsidiaries, and such entities shall not take any action except as applicable, in the ordinary course of business and in a manner consistent with past practice; and the Company and its Subsidiaries shall use their commercially reasonable efforts to (a) preserve intact practice in all material respects and use reasonable best efforts to preserve intact its business organization, maintain in effect all material licenses and permits required to carry on its business, maintain in effect any exemptive orders or exemptive relief which it has received from the Company's SEC and which are currently in effect and preserve its material business organization and the assets of the Company and its Subsidiaries, relationships (b) to keep available the services of their current officers and key employees, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the Company agrees with Parent that, except provided that (1) as required no action by applicable Lawthe Company or its Subsidiaries with respect to any of the matters specifically addressed by any other provisions of this Section 6.1 will be deemed a breach of this clause (x), provided Parent is given prior written notice unless such action would constitute a breach of one or more of such other provisions and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented the failure by the Company or any of its Subsidiaries to in writing take any action prohibited by Parent, which consent shall clauses (a) through (q) below will not be unreasonably withheld, conditioned or delayed, deemed to be a breach of this clause (3x)); and (y) as may be expressly required 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 any of its Subsidiaries to (provided that, notwithstanding anything in this Agreement to the contrary, none of the Company or its Subsidiaries shall be restricted or encumbered from taking any action, or be required or permitted to take any action, if such restriction, encumbrance, requirement or permission would contravene any provision of the Existing Credit Facility or any provision of the Existing Notes or the Existing Notes Indenture):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date execution hereof and the earlier of this Agreement and the Effective Time or the date, if any, on which termination of this Agreement is terminated pursuant to Section 8.1in accordance with its terms, except (i) as expressly required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be expressly required or expressly contemplated pursuant to this Agreement or (iv) as set forth unless UMC shall otherwise specifically agree in Section 6.1 of writing in advance, the Company Disclosure Lettershall conduct its business and shall cause the businesses of each of its Subsidiaries to be conducted, the business of and the Company and its Subsidiaries shall be conducted only in, and such entities shall not take any action except except, in all material respects in the ordinary course of business and in a manner consistent with past practice; practice and the in compliance with all applicable Laws. The Company and its Subsidiaries shall use their its commercially reasonable efforts to (ai) preserve intact in all material respects the Company's business organization and the assets assets, rights and properties of the Company and each of its Subsidiaries, and, unless requested otherwise by UMC, (bii) operate and cause each of its Subsidiaries to keep available operate according to plans and budgets provided to UMC (including the Company’s capital expenditures budget previously provided to UMC), (iii) retain the services of their current officers the present officers, and key employeesemployees of the Company and each of its Subsidiaries, to maintain in effect Material Contracts and (civ) to maintain existing preserve the present relationships of the Company and goodwill each of its Subsidiaries with Governmental Authorities, material their respective customers and material suppliers, material landlords and licensors. Furthermore, other Persons with which the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice and consulted with or any of its Subsidiaries has business relations. Notwithstanding anything to the extent reasonably practicable and contrary contained herein, Best Elite shall be allowed to distribute the Merger Consideration to its holder by any methods permitted by applicable LawLaws, (2) including redemption. By way of amplification and not limitation, neither the Company nor any of its Subsidiaries shall, except as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required by this Agreement, between the execution hereof and the earlier of the Effective Time or expressly contemplated pursuant to the termination of this Agreement in accordance with its terms, directly or (4) as set forth in Section 6.1 indirectly do, or propose to do, any of the Company Disclosure Letterfollowing, without the Company shall notprior written consent of UMC:

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time or and the date, if any, on which termination of this Agreement is terminated pursuant to Section 8.1its terms, except (i) as required by applicable Law, provided unless Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (ii) as consented to shall otherwise specifically consent in writing by Parent, which in advance (provided that such consent shall only be requested and provided if consistent with applicable Law and provided further that such consent shall not be unreasonably withheld, conditioned or delayed), (iii) as may be or unless otherwise expressly required or expressly contemplated pursuant to provided for by this Agreement or (iv) as set forth in Section 6.1 of Agreement, the Company Disclosure Letter, the shall (i) conduct its 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; practice and the (ii) conduct its business in compliance with all applicable Laws and Orders. The Company and its Subsidiaries shall use their its commercially reasonable efforts to (aA) preserve intact in all material respects the Company's business organization and the assets and Intellectual Property of the Company and its SubsidiariesCompany, (bB) to keep available the services of its present officers, employees, consultants, sales representatives, distributors and sales agents (other than terminations in the ordinary course of business consistent with past practice), (C) maintain in effect Material Contracts(other than those Material Contracts that expire in accordance with their current officers and key employeesterms or terminations expressly provided for by this Agreement), and (cD) to maintain existing preserve its present relationships and goodwill with Governmental Authoritiesadvertisers, material customers and material publishers, sponsors, customers, licensees, suppliers, material landlords sales representatives, distributors and licensorsother Persons with which the Company has business relations. FurthermoreBy way of amplification and not limitation, the Company agrees with Parent thatshall not, except (1) as required by applicable Lawbetween the date of this Agreement and the earlier to occur of the Effective Time and the termination of this Agreement pursuant to its terms, provided Parent is given directly or indirectly do, or propose to do, any of the following without the prior written notice consent of Parent (provided that such consent shall only be requested and consulted provided if consistent with to the extent reasonably practicable applicable Law and permitted by applicable Law, (2) as consented to in writing by Parent, which provided further that such consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be unless otherwise expressly required or expressly contemplated pursuant to provided for by this Agreement or (4) as otherwise expressly set forth in Section 6.1 of the Company Disclosure LetterSchedule: *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Company shall not:Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as (ia) as may be required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (iib) as may be consented to in writing by Parent, Parent (which consent shall not be unreasonably withheld, conditioned or delayed, and if Parent has not responded by the end of the second (iii2nd) as Business Day following a request sent by the Company in accordance with Section 9.2, then Parent will be deemed to have given consent to such request), (c) may be expressly required required, contemplated or expressly contemplated permitted pursuant to this Agreement or (ivd) as set forth in the corresponding sub-section of Section 6.1 of the Company Disclosure Letter, (x) the Company shall use its commercially reasonable efforts to conduct 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 to the extent consistent therewith, the Company shall use its commercially reasonable efforts to preserve in all material respects its present relationships with key customers, suppliers, employees and other Persons with which it has material business and in relations (provided, however, that no action by the Company or any of its Subsidiaries, as applicable, with respect to matters specifically addressed by any provision of the immediately succeeding clause (y) shall be deemed a manner consistent with past practicebreach of the foregoing unless such action would constitute a breach of such provision of the immediately succeeding clause (y)); and (y) the Company shall not, and shall not permit any of its Subsidiaries to (provided, however, that, the Company and its Subsidiaries may take such actions as are reasonably necessary in connection with or otherwise in response to COVID-19 or any COVID-19 Measures, subject to prior consultation with Parent, but in any event shall use their commercially reasonable efforts to not take such actions listed in items (a) preserve intact through (o) in all material respects the Company's business organization and the assets of the Company and its Subsidiaries, (b) to keep available the services of their current officers and key employees, and (c) to maintain existing relationships and goodwill with Governmental Authorities, material customers and material suppliers, material landlords and licensors. Furthermore, the Company agrees with Parent that, except (1) as required by applicable Law, provided Parent is given prior written notice and consulted with to the extent reasonably practicable and permitted by applicable Law, (2) as consented to in writing by Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as may be expressly required or expressly contemplated pursuant to this Agreement or (4) as set forth in Section 6.1 without the prior consent of the Company Disclosure Letter, the Company shall not:Parent provided in accordance with this Section 6.1):