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

Conduct of Business by the Company. Pending the Closing. 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 Closing, unless the Investors otherwise agree in writing, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth in Section 2.06 of the Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or pursuant to its terms and the ClosingClosing (the “Interim Period”), unless the Investors otherwise agree in writing, each of the Company and the Company’s Subsidiaries shall, and except to the extent that BRPA shall cause each otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 4.1 of its Significant Subsidiaries tothe Company Schedules or as contemplated by this Agreement, (i) conduct carry on its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis course consistent with past practice; practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth in Section 2.06 of the Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except except as expressly contemplated by Schedule 4.1 of the Company Schedules) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, and (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings; provided, that, in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), the Company may, in connection with the COVID-19 pandemic (or any mutation or variation thereof), take such actions as are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or its Subsidiaries or (B) to reasonably respond to third-party supply or service disruptions caused by the COVID-19 pandemic, COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof), shall provide prompt notice to BRPA of the taking of any action permitted by this proviso. In addition, except as required or permitted or contemplated by the terms of this Agreement or as set forth on in Schedule 4.1, between the date 4.1 of this Agreement and the Closing, the Company shall notSchedules, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the InvestorsBRPA, which consent shall not be unreasonably withheld withheld, conditioned or delayed, during the Interim Period, the Company and the Company’s Subsidiaries shall not do any of the following:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during (a) During the period from the date of this Agreement and continuing until to the earlier Effective Time, except as set forth in Section 5.01(a) of the termination of Company Disclosure Schedule or as contemplated by this Agreement or the Closing, unless the Investors otherwise agree as consented to in writingwriting in advance by Parent (which consent shall not unreasonably be withheld or delayed), the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct carry on its business only in all material respects in the ordinary course and and, to the extent consistent with past practice; (ii) therewith, use all commercially reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers, key employees and maintain its assets consultants and properties and preserve its relationships with its customers, suppliers, advertiserslicensors, distributorslicensees, agentsdistributors and others having business dealings with it. In particular, officers the Company shall, and employees and other Persons with which it has significant business relationships; (iii) shall cause its Subsidiaries to, use commercially reasonable best efforts to maintain all keep separated the ISS Business from the rest of the material assets it owns business of the Company and its Subsidiaries in all organizational and personnel-related respects, including but not limited to ensuring under German law that (x) no “joint establishment” of the ISS Business exists with any other entity or uses in part of the ordinary course business of business consistent with past practice; (iv) use reasonable best efforts to preserve the goodwill and ongoing operations of Company or its business; (v) maintain its books and records in the usualSubsidiaries, regular and ordinary manner, on a basis consistent with past practice; and (viy) comply in all material respects any existing joint establishment of the ISS Business with applicable Lawsany other part of the business of the Company or its Subsidiaries is terminated or otherwise separated; provided, however, that during such period nothing in this sentence shall require the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth any action that would be effective prior to the Acceptance Time to the extent that it would, in Section 2.06 the Company’s reasonable judgment, interfere unreasonably with the business or operations of the Governance Agreement which would not require Company. In addition to and without limiting the approval of a majority generality of the directors appointed by foregoing, during the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between period from the date of this Agreement and to the ClosingEffective Time, except as otherwise set forth in Section 5.01(a) of the Company Disclosure Schedule as contemplated by this Agreement, the Company shall not, and shall cause each not permit any of its Significant Subsidiaries not to, do any of the following without the Parent’s prior written consent of the Investors, (which consent shall not unreasonably be unreasonably withheld or delayed:):

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time or such time as Parent's designees shall constitute a majority of the Closing, unless Board of Directors of the Investors otherwise agree in writingCompany, the Company shall(which for the purposes of this Article 5 shall include the Company and each of its subsidiaries) agrees, except to the extent that Parent shall otherwise consent, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform in all material respects other material obligations when due and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except as permitted by the terms of this Agreement (and other than as set forth in Section 5.1 of the Company Schedules), without the prior consent of Parent, the Company shall not do any of the following, and shall cause each not permit any of its Significant Subsidiaries to, subsidiaries to do any of the following: (i) conduct its business only Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in the ordinary course and consistent with past practiceexchange for any options granted under any of such plans; (ii) use reasonable best efforts Grant any severance or termination pay to preserve any officer or employee except payments in amounts consistent with policies and maintain its assets past practices or pursuant to written plans or agreements outstanding, or policies existing, on the date hereof and properties and its relationships with its customersas previously disclosed in writing to the other, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationshipsor adopt any new severance plan; (iii) use reasonable best efforts Transfer or license to maintain all of any person or entity or otherwise extend, amend or modify in any material respect any rights to the material assets it owns Company's intellectual property or uses other proprietary rights, or enter into grants to future patent rights, other than in the ordinary course of business business, consistent with past practice; (iv) use reasonable best efforts to preserve Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the goodwill and ongoing operations issuance of its business; any other securities in respect of, in lieu of or in substitution for any capital stock. (v) maintain its books and records in Repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the usual, regular and ordinary manner, on a basis consistent with past practice; and date hereof (which repurchase rights the Company shall be obligated to exercise if the repurchase price is less than the Merger Consideration). (vi) comply in all material respects with applicable Laws; providedIssue, howeverdeliver, that during such period sell, authorize or propose the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth in Section 2.06 of the Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the Board; providedissuance, howeverdelivery or sale of, that the Company shall not issue any shares of Common Stock unless capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than the Investors consent in writing issuance of Shares, pursuant to the offering price for such shares exercise of Common Stock. Except stock options therefor outstanding as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between of the date of this Agreement and the ClosingAgreement; (vii) Cause, the Company shall notpermit or propose any amendments to any charter document or Bylaw (or similar governing instruments of any subsidiaries); (viii) Acquire or agree to acquire by merging or consolidating with, and shall cause each of its Significant Subsidiaries not to, do any or by purchasing equity interest in or a material portion of the following without the prior written consent of the Investorsassets of, which consent shall not be unreasonably withheld or delayed:by any other manner, any business or any corporation, partnership interest, 18

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 9.1 (the “Pre-Closing Period”), except (i) as required by applicable Law (including for this purpose any COVID-19 Measures), (ii) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed, and for the Closingavoidance of doubt, unless such consent of Parent shall be deemed given if approved by the Investors Sponsor or its Affiliates or Representatives, as applicable, in their respective capacity as a director or officer of the Company or otherwise), or (iii) as otherwise agree in writingpermitted or contemplated by the Transaction Agreements, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses businesses in the ordinary course of business and in a manner consistent with past practice; (iv) practices, and use its commercially reasonable best efforts to preserve substantially intact the goodwill and ongoing operations business organization of its business; (v) maintain its books and records in the usualGroup Companies, regular and ordinary manner, on a basis consistent comply with past practice; and (vi) comply in all material respects with applicable Laws; provided, howeverkeep available the services of their present key officers and key employees and preserve its relationships with customers, that during such period suppliers, licensors and others with whom the Company or any Subsidiary has material business relations as of the date hereof. For the avoidance of doubt, COVID-19 Measures shall not constitute a breach of this Section 6.1. Without limiting the generality of the foregoing, except (A) as may be required by applicable Law, (B) with the prior consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed, and its Significant Subsidiaries for the avoidance of doubt, such consent shall be permitted to take all actions deemed given if approved by the Sponsor or its Affiliates or Representatives, as set forth applicable, in Section 2.06 their respective capacity as a director or officer of the Governance Agreement which would not require the approval of a majority of the directors appointed Company or otherwise), or (C) as otherwise permitted or contemplated by the Investors to Transaction Agreements, during the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date of this Agreement and the ClosingPre-Closing Period, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do permit any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayedother Group Companies to:

Conduct of Business by the Company. Pending During the Closingperiod from the date of this Agreement to the Effective Time, the Company shall, and shall cause the Company Subsidiaries each to, carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use commercially reasonable efforts to preserve intact its current business organization, goodwill and ongoing businesses, to keep available the services of the present officers, employees and consultants of the Company and the Company Subsidiaries and to preserve the present relationships of the Company and the Company Subsidiaries with tenants, landlords, customers, suppliers and other persons with which the Company or any of the Company Subsidiaries has significant business relationships. The Company covenants and agrees thatWithout limiting the generality of the foregoing, the following additional restrictions shall apply: during the period from the date of this Agreement and continuing until to the earlier of the (i) termination of this Agreement or (ii) Effective Time, except as set forth in SCHEDULE 4.1 to the Closing, unless the Investors otherwise agree in writingCompany Disclosure Letter, the Company shall, shall not and shall cause each the Company Subsidiaries not to (and not to authorize or commit or agree to) without the prior written consent of its Significant Subsidiaries to, Acquiror (which such consent shall not be unreasonably delayed): 4.1.1 (i) conduct except for its business regular quarterly dividends not in excess of $.395 per share of Common Shares per quarter, with customary record and payment dates, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of any of the Company's shares of beneficial interest or other than the dividend required to be paid pursuant to SECTION 2.2.4(I), (ii) split, combine or reclassify any shares of beneficial interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of such shares of beneficial interest or (iii) except in connection with the use of Common Shares to pay the exercise price or tax withholding in connection with the Company's Employee Stock Plans or as otherwise contemplated by or required by this Agreement, purchase, redeem or otherwise acquire any shares of beneficial interests of the Company or any options, warrants or rights to acquire, or security convertible into, shares of such beneficial interests; 4.1.2 except as contemplated under or required pursuant to SECTIONS 4.1.5 and 5.13.2, the Company's Amended and Restated Dividend Reinvestment Share Purchase Plan and Employee Share Purchase Plan and the exercise of share options or issuance of shares pursuant to stock rights, restricted share or performance share awards or warrants outstanding on the date of this Agreement, issue, deliver or sell, or grant any option or other right in respect of, any shares of beneficial interest, any other voting securities of the Company or any Company Subsidiary or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; provided, however, that with respect to such Dividend Reinvestment Share Purchase Plan, such shares may only be issued, with respect to any dividend payment date after the date of this Agreement, in an amount equal to the dividend payments and not with respect to any optional cash payments; 4.1.3 amend the charter, articles or certificate of incorporation, declaration of trust, bylaws, partnership agreement or other comparable charter or organizational documents of the Company or any Company Subsidiary or enter into, assume or amend any material contract, agreement or commitment, except in the ordinary course of business and consistent with past practice; 22 28 4.1.4 in the case of the Company or any other Company Subsidiary, merge or consolidate with any Person; 4.1.5 in any transaction or series of related transactions involving capital, securities or other assets (including cash) or indebtedness of the Company, a Company Subsidiary, or any combination thereof in excess of $100,000 individually or $500,000 in the aggregate: (i) acquire or agree to acquire by merging or consolidating with, or by purchasing all or a substantial portion of the equity securities or all or substantially all of the assets of, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association, real estate investment trust, business trust or other business organization or division thereof or interest therein; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customerssell, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all lease or otherwise dispose of any of the material Company Properties or any assets it owns (other than sales of the Company's or uses any Company Subsidiary's "for sale" housing units and condominiums sold or developed for sale in the ordinary course of business consistent business) or, except for any Development Properties or Future Development Properties, assign or encumber the right to receive income, dividends, distributions and the like, or otherwise subject any of the Company's properties or assets to any Encumbrance or Lien; (iii) make or agree to make any development or capital expenditures, except (A) in accordance with past practicecapital expenditure budgets previously delivered to and approved in writing by Acquiror or in accordance with construction and development budgets pertaining to the Development Properties (the "Development Budgets"), that have been previously delivered to and approved in writing by Acquiror, provided that within any Development Budget for a Development Property, the Company may allocate and reallocate the development and capital expenditures as it determines, or (B) in connection with pre-development, investigation and due diligence activities related to the Future Development Properties, which amounts shall not exceed $100,000 with respect to any Future Development Properties or $500,000 in the aggregate for all Future Development Properties; or (C) in connection with acquisition, development, pre-development, investigation and due diligence activities related to the Future Development Properties, which are disclosed in SCHEDULE 4.1 to the Company Disclosure Letter or (iv) use reasonable best efforts incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person (except as contemplated by subparagraph (iii) above), issue or sell any debt securities or warrants or other rights to preserve the goodwill and ongoing operations acquire any debt securities of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and its Significant Subsidiaries shall be permitted or any Company Subsidiary, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to take all actions as set forth in Section 2.06 maintain any financial statement condition of another Person or enter into any arrangement having the Governance Agreement which would not require the approval economic effect of a majority of the directors appointed by the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investorsforegoing, which consent shall not be unreasonably withheld prepay or delayed:refinance any indebtedness or make any loans, advances or capital contributions to, or investments in, any other Person; 4.1.6

Conduct of Business by the Company. Pending Except (A) for matters set forth in Section 5.01(a) of the Closing. The Company covenants Disclosure Letter or otherwise expressly contemplated or required by this Agreement, (B) as required by a Governmental Entity or by applicable Law, (C) as contemplated by (i) with respect to 2024, the 2024 annual operating budget set forth on Section 5.01(a)(C)(i) of the Company Disclosure Letter and agrees that(ii) with respect to 2025, during the period 2025 Company forecast set forth on Section 5.01(a)(C)(ii) of the Company Disclosure Letter (the foregoing clauses (i) and (ii), collectively, the “Budget”) or (D) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, unless the Investors otherwise agree in writingEffective Time, the Company shall, and shall cause each of its Significant Subsidiaries Company Subsidiary to, use commercially reasonable efforts to, (iu) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business in all material respects (which shall be deemed to include taking or refraining to take actions as and to the extent the Company or the Company Subsidiaries reasonably believe necessary or appropriate in response to any epidemic, pandemic or disease outbreak (including the COVID-19 virus)); provided that prior to taking any such action in response to the foregoing, to the extent reasonably practicable, the Company reasonably consults with Parent and considers in good faith any recommendations of Parent in respect thereto, (v) operate the Company in accordance with the Budget in all material respects, (w) preserve intact, in all material respects and consistent with past practice; (iv) use reasonable best efforts to preserve the , its business organization, goodwill and ongoing operations of its business; existing relationships with employees (v) maintain its books including the Specified Employees), customers, suppliers (including any power providers), joint venture partners, lenders, landlords and records in the usual, regular and ordinary manner, on any other Person having a basis consistent business relationship with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth in Section 2.06 of the Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without Company Subsidiaries that is material to the prior written consent Company, and Governmental Entities, (x) maintain in effect all material existing Permits necessary for the conduct of the Investorsits business and to timely submit renewal applications (as applicable), which consent shall not be unreasonably withheld or delayed:and (y) satisfy obligations as necessary to maintain in good standing material development projects and opportunities (such as paying deposits, timely submitting required information, and otherwise continuing to pursue generation and transmission development opportunities), subject to Section 5.01(b).

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 9.1 (the “Pre-Closing Period”), except (i) as required by applicable Law (including for this purpose any COVID-19 Measures), (ii) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed, and for the Closingavoidance of doubt, unless such consent of Parent shall be deemed given if approved by the Investors Sponsor or its Affiliates or Representatives, as applicable, in their respective capacity as a director or officer of the Company or otherwise), or (iii) as otherwise agree in writingpermitted or contemplated by the Transaction Agreements, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses businesses in the ordinary course of business and in a manner consistent with past practice; (iv) practices, and use its commercially reasonable best efforts to preserve substantially intact the goodwill and ongoing operations business organization of its business; (v) maintain its books and records in the usualGroup Companies, regular and ordinary manner, on a basis consistent comply with past practice; and (vi) comply in all material respects with applicable Laws; provided, howeverkeep available the services of their present key officers and key employees and preserve its relationships with customers, that during such period suppliers, licensors and others with whom the Company or any Subsidiary has material business relations as of the date hereof. For the avoidance of doubt, COVID-19 Measures shall not constitute a breach of this ‎Section 6.1. Without limiting the generality of the foregoing, except (A) as may be required by applicable Law, (B) with the prior consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed, and its Significant Subsidiaries for the avoidance of doubt, such consent shall be permitted to take all actions deemed given if approved by the Sponsor or its Affiliates or Representatives, as set forth applicable, in Section 2.06 their respective capacity as a director or officer of the Governance Agreement which would not require the approval of a majority of the directors appointed Company or otherwise), or (C) as otherwise permitted or contemplated by the Investors to Transaction Agreements, during the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date of this Agreement and the ClosingPre-Closing Period, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do permit any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayedother Group Companies to:

Conduct of Business by the Company. Pending the Closing. The Company covenants (a) From and agrees that, during the period from after the date of this Agreement and continuing hereof until the earlier of the termination of Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 (the “Termination Date”), and except (A) as may be required by applicable Law, (B) as may be agreed in writing by Parent (such agreement not to be unreasonably withheld, conditioned or delayed), (C) as may be expressly contemplated by this Agreement or (D) as set forth in Section 6.1 of the Closing, unless the Investors otherwise agree in writingCompany Disclosure Letter, the Company shall, shall (and shall cause each of its Significant Subsidiaries to, (i) conduct its the business only in of the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties Company and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain Subsidiaries in all of the material assets it owns or uses respects only in the ordinary course of business and consistent with past practicepractice and in material compliance with all applicable Laws; and the Company shall (ivand shall cause each of its Subsidiaries to) use its commercially reasonable best efforts to preserve substantially intact the goodwill Company’s and ongoing operations each of its business; (v) maintain its books Subsidiaries’ business organizations and records in goodwill, to keep available the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth in Section 2.06 services of those of the Governance Agreement which would Company’s and any of its Subsidiaries’ present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships significant customers, clients, distributors, creditors, lessors, licensees, licensors, suppliers and vendors and with other Persons with whom they have significant business relations. In furtherance and not require the approval in limitation of a majority each of the directors appointed by the Investors to the Board; providedforegoing, however, that the Company shall not issue any shares (and shall cause each of Common Stock unless its Subsidiaries not to), between the Investors consent date hereof and the Effective Time or, if earlier, the Termination Date, except (A) as may be required by applicable Law, (B) as may be agreed in writing by Parent (such agreement not to the offering price for such shares of Common Stock. Except be unreasonably withheld, conditioned or delayed), (C) as may be expressly contemplated by this Agreement or (D) as set forth on Schedule 4.1, between the date in Section 6.1 of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayedDisclosure Letter:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during During the period from the date of this Agreement and continuing until to the earlier of the termination of Effective Time, except (x) as required by applicable Law, (y) as required or expressly contemplated or permitted by this Agreement or (z) as set forth in Section 4.01(a) of the ClosingCompany Disclosure Letter or as consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, unless the Investors otherwise agree in writingconditioned or delayed), the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct use commercially reasonable efforts to carry on its business only in the ordinary course and consistent with past practice; (ii) practice prior to the Closing and, to the extent consistent therewith, use commercially reasonable best efforts to preserve in all material respects its current business organization and maintain goodwill, keep available the services of its assets current officers, employees and properties consultants and preserve in all material respects its relationships with its customers, suppliers, advertiserslicensors, licensees, distributors, agents, officers others having material business dealings with it and employees Governmental Entities having regulatory dealings with it. In addition to and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all without limiting the generality of the material assets it owns foregoing, during the period from the date of this Agreement to the Effective Time, except (x) as required by applicable Law, (y) as required or uses in the ordinary course of business consistent with past practice; expressly contemplated or permitted by this Agreement or (ivz) use reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and its Significant Subsidiaries shall be permitted to take all actions as set forth in Section 2.06 4.01(a) of the Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date of this Agreement and the ClosingDisclosure Letter, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the Parent’s prior written consent of the Investors, (which consent shall not be unreasonably withheld withheld, conditioned or delayed:); provided, that, VMware, Pivotal Software, Inc., a Delaware corporation (“Pivotal”), and their respective Subsidiaries shall not be considered Subsidiaries of the Company for which the Company is obligated to cause to comply with this Section 4.01(a) except as set forth on Section 4.01 of the Company Disclosure Letter (but subject to the restrictions set forth in Section 4.01(b) (with respect to VMware) and Section 4.01(c) (with respect to Pivotal)):

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during the period from between the date of this Agreement and continuing until the earlier Effective Time, except as set forth in Section 5.01 of the termination Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement or the Closing(including, without limitation, Section 5.12(b)), unless the Investors Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld or delayed, (x) the respective businesses of the Company shalland the Company Subsidiaries (other than WME) shall be conducted only in, and the Company and the Company Subsidiaries (other than WME) shall cause each of its Significant Subsidiaries tonot take any action except in, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; , (ivy) the Company shall use all reasonable best efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries (other than WME) and to preserve the goodwill and ongoing operations current relationships of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period the Company and the Company Subsidiaries (other than WME) with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary (other than WME) has significant business relations in order to preserve substantially intact its Significant Subsidiaries shall be permitted business organization and (z) with respect to take WME, the Company will use all actions reasonable efforts to cause WME to comply with the covenants contained in this Section 5.01, including clauses (a) through (i) below including, without limitation, by voting on any matter presented for a vote of stockholders of WME all shares of WME capital stock owned by the Company or any Company Subsidiary in a manner consistent with this clause (z), and by directing those of its employees who are on the Board of Directors of WME to vote on all matters presented for action by such Board in a manner consistent with this clause (z). By way of amplification and not limitation, except as set forth in Section 2.06 5.01 of the Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except Disclosure Schedule or as expressly contemplated by any other provision of this Agreement or as set forth on Schedule 4.1Agreement, neither the Company nor any Company Subsidiary (other than WME) shall, between the date of this Agreement and the ClosingEffective Time, the Company shall notdirectly or indirectly, and shall cause each of its Significant Subsidiaries not todo, do or agree to do, any of the following without the prior written consent of the InvestorsParent, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during the period from (a) From the date of this Agreement and continuing until the earlier of the termination of Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, (y) as set forth in Section 4.1(a) of the ClosingCompany Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless the Investors Parent shall otherwise agree consent (which consent shall not be unreasonably withheld, conditioned or delayed, except as otherwise set forth in writingthis Agreement), the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course Ordinary Course of Business in all material respects and consistent with past practice; (ii) use reasonable best its commercially reasonably efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period Law and the Company Permits, preserve intact its business organization, preserve its assets, rights and properties in good repair and condition and preserve its goodwill and its Significant Subsidiaries shall be permitted to take all actions as set forth in Section 2.06 of relationships with Governmental Entities and other third parties having business dealings with the Governance Agreement which would not require the approval of a majority of the directors appointed by the Investors to the BoardCompany or its Subsidiaries; provided, however, that the failure by the Company or any of its Subsidiaries to take an action because such action is prohibited by any provision of Section 4.1(b) without Parent’s consent shall not issue any shares of Common Stock unless the Investors consent in writing constitute a breach under this Section 4.1(a). Notwithstanding anything to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as contrary set forth on Schedule 4.1in this Section 4.1(a), between the date Company and its Subsidiaries may take any actions in response to COVID-19 Measures that the Company reasonably determines are necessary or prudent for it to take and that are substantially consistent with actions taken by similarly situated Persons operating in the upscale casual dining segment of this Agreement and the Closingrestaurant industry in the geographic regions in which the affected businesses of the Company or any of its Subsidiaries operate; provided, that, to the extent practicable, the Company shall notprovide prior notice to and reasonably consult with Parent before taking such actions and, and shall cause each of its Significant Subsidiaries not to, do any of to the following without extent such actions would otherwise require the prior written consent of the InvestorsParent under Section 4.1(b), such actions shall require Parent’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed:).

Conduct of Business by the Company. Pending the Closing. The (a) Each of MIC and the Company covenants and agrees that, except (i) as set forth in Section 6.3(a) of the Company Disclosure Letter, (ii) as may be expressly required by or expressly provided for in this Agreement (including offers to MGS Employees made pursuant to Section 6.7(a)), (iii) as required by applicable Law or any Contract to which the Company or any Company Subsidiary is bound and which has been made available to Purchaser, (iv) to take such action as is necessary in the event of an emergency situation to protect life, property or the environment or comply with public health requirements or (v) with the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed; provided, that the consent of Purchaser shall be deemed to have been given if Purchaser does not object within five (5) Business Days from the date on which request for such consent reasonably describing the subject matter is provided by the Company to Purchaser, so long as all reasonable questions of Purchaser regarding such matter timely delivered to the Company have been answered during such period, based on information held by the Company at such time, to the reasonable satisfaction of Purchaser), during the period from commencing on the date of this Agreement hereof and continuing until ending at the earlier of (A) the Closing and (B) termination of this Agreement or the Closing, unless the Investors otherwise agree in writingpursuant to Section 8.1 (Termination), the Company shall, and shall cause each of its Significant the Company Subsidiaries to, (iand MIC shall cause the Company and the Company Subsidiaries to) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses their respective operations in the ordinary course of business materially consistent with past practice and use their commercially reasonable efforts to preserve intact their respective business organizations, maintain their assets and properties materially consistent with past practice; (iv) use reasonable best efforts to preserve , keep available the goodwill services of their executive officers and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects goodwill and satisfactory relationships with applicable Laws; providedPersons having business relationships with them. (b) In furtherance and not in limitation of Section 6.3(a), however, each of MIC and the Company agrees that during such the period commencing on the Company date hereof and its Significant Subsidiaries shall be permitted ending at the earlier 73 of (x) the Closing and (y) termination of this Agreement pursuant to take all actions Section 8.1 (Termination), except (A) as set forth in Section 2.06 6.3(b) of the Governance Company Disclosure Letter, (B) as may be expressly required by or expressly provided for in this Agreement which would (including offers to MGS Employees made pursuant to Section 6.7(a)), (C) as required by applicable Law or (D) with the prior written consent of Purchaser (such consent not require the approval of a majority of the directors appointed by the Investors to the Boardbe unreasonably withheld, conditioned or delayed; provided, howeverthat, that other than with respect to matters described in Section 6.3(g) (which shall be governed by the terms and conditions set forth therein), the consent of Purchaser shall be deemed to have been given if Purchaser does not object within five (5) Business Days from the date on which request for such consent reasonably describing the subject matter is provided by the Company shall not issue any shares to Purchaser, so long as all reasonable questions of Common Stock unless the Investors consent in writing Purchaser regarding such matter timely delivered to the offering price for Company have been answered during such shares period, based on information held by the Company at such time, to the reasonable satisfaction of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date of this Agreement and the ClosingPurchaser), the Company shall not, and shall cause each of its Significant the Company Subsidiaries not to, (and MIC shall cause the Company and the Company Subsidiaries not to) effect any of the following: (i) make any change in or amendment to their Constituent Documents; (ii) issue, reissue, deliver, redeliver, pledge, suffer a Lien, dispose of or sell, or authorize the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any units, membership interests, partnership interests or capital stock or any other Equity Interests, as applicable, of the Company or any of the Company Subsidiaries, or issue, reissue, deliver, redeliver, pledge, suffer a Lien, dispose of or sell, or authorize the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any arrangement or Contract with respect to the issuance, reissuance, delivery, redelivery, pledge, existence of a Lien, disposition or sale of, any units, membership interests, partnership interests, capital stock, or any other Equity Interests, as applicable of the Company or any of the Company Subsidiaries; (iii) split, combine, adjust, subdivide, redeem or reclassify, or purchase or otherwise acquire, or make any commitments to do any of the following without the prior written consent foregoing with respect to, any units, shares of capital stock, membership interests, partnership interests or other Equity Interests, as applicable, of the InvestorsCompany or any Company Subsidiary; (iv) (A) sell, which consent shall not be unreasonably withheld transfer, lease, sublease, license or delayed:otherwise dispose of, or mortgage, any assets, Equity Interests or properties of the Company or any Company Subsidiary, (B) sell, assign, transfer, abandon, license or sublicense, modify, grant rights to, dispose of or terminate, fail to maintain or renew or allow to lapse any Intellectual Property (including any rights therein or thereto) material to the business of the Company or any Company Subsidiaries, except for non-exclusive licenses granted in the ordinary course of business or (C) take any action (or fail to take any action) that would subject any assets or properties to a Lien (other than a Permitted Lien permitted under each Material Debt Contract), except, in each case, (x) dispositions of obsolete or immaterial assets or (y) transfers among the Company and the Company Subsidiaries in the ordinary course of business; 74

Conduct of Business by the Company. Pending Except (i) as expressly set forth in Section ‎5.01 of the Closing. The Company covenants and agrees thatDisclosure Letter; (ii) as expressly permitted or expressly required by this Agreement; (iii) as required by applicable Law; or (iv) with the prior written consent of Parent (which will not be unreasonably withheld, during the period conditioned or delayed) from the date of this Agreement and continuing until Date to the earlier of the Effective Time and the termination of this Agreement or the Closing, unless the Investors otherwise agree in writingAgreement, the Company shallwill, and shall will cause each of its Significant Subsidiaries Company Subsidiary to, (iA) conduct its the business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses Company and the Company Subsidiaries in the ordinary course of business consistent with past practice; in all material respects and (ivB) use its commercially reasonable best efforts to preserve substantially intact the goodwill assets and ongoing operations the business organization of the Company and its business; (v) Subsidiaries, to keep available the services of the current officers and key employees of the Company and its Subsidiaries and to maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws; provided, however, that during such period in the ordinary course of business the current relationships of the Company and its Significant Subsidiaries with existing customers, suppliers and other persons with which the Company or any of its Subsidiaries has material business relations as of the Agreement Date, provided that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of this Section ‎5.01 shall be permitted to take all actions deemed a breach of this sentence, unless such action would constitute a breach of such relevant provision. In addition, and without limiting the generality of the foregoing, except (i) as expressly set forth in Section 2.06 ‎5.01 of the Governance Company Disclosure Letter; (ii) as expressly permitted or expressly required by this Agreement; (iii) as required by applicable Law; or (iv) with the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed) from the Agreement which would not require Date to the approval of a majority earlier of the directors appointed by Effective Time and the Investors to the Board; provided, however, that the Company shall not issue any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1, between the date termination of this Agreement and the Closingin accordance with Section ‎8.01, the Company shall will not, and shall will not cause each of its Significant Subsidiaries not or permit any Company Subsidiary to, directly or indirectly, whether by merger, consolidation or otherwise, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayedfollowing:

Conduct of Business by the Company. Pending the Closing. The Company covenants and agrees that, during the period from between the date of this Agreement and continuing until the earlier Effective Time, except as set forth in Section 6.1 of the termination Company Disclosure Schedule, as required by Section 6.13 of this Agreement or the Closingas specifically permitted by any other provision of this Agreement, unless the Investors Parent shall otherwise agree in writing, the Company shallwill, and shall will cause each of its Significant Subsidiaries Company Subsidiary to, (iA) conduct its business operations only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships; (iii) use reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; , and shall not take any action inconsistent therewith or with this Agreement, (ivB) use all reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with such of the customers, suppliers, distributors, business partners and other persons with which the Company or any Company Subsidiary has business relations, (C) have in effect and maintain at all times insurance of the kinds, in the amounts and with the insurers as is presently in effect, (D) keep in working condition and good order and repair all of its material assets and properties, normal wear and tear excepted and (E) take reasonable and customary action to protect the Company's Intellectual Property to the end that the Company's and each Company Subsidiary's goodwill and ongoing operations of its business; (v) maintain its books and records business shall not be impaired in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all any material respects with applicable Laws; providedas of the Closing Date. Without limiting the foregoing, howeverand as an extension thereof, that during such period the Company and its Significant Subsidiaries shall be permitted to take all actions except as set forth in Section 2.06 6.1 of the Governance Agreement which would not require the approval Company Disclosure Schedule or as specifically permitted by any other provision of a majority of the directors appointed by the Investors to the Board; providedthis Agreement, however, that the Company shall not issue (unless required by applicable Law or the regulations or requirements of Nasdaq), and shall not permit any shares of Common Stock unless the Investors consent in writing to the offering price for such shares of Common Stock. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.1Company Subsidiary to, between the date of this Agreement and the ClosingEffective Time, the Company shall notdirectly or indirectly, and shall cause each of its Significant Subsidiaries not todo, do or agree to do, any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:Parent (as described above):