Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v).

Conduct of Business of Parent. Except (ai) Except for matters set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required as contemplated or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of that the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting shall otherwise consent in writing, during the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this AgreementAgreement in accordance with its terms, as the case may be, neither Parent shall not, and shall not permit any Subsidiary of Parent to, do nor any of the following its subsidiaries shall, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):Company: (ia) amend its Certificate or permit Articles of Incorporation (other than to increase the adoption number of authorized shares of Parent Common Stock) or bylaws (or other similar governing document); (b) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any amendment subsidiary of Parent (whether by merger, amalgamation, scheme other than the repurchase of arrangement, consolidation restricted stock and cancellation of securities following termination of employment with or otherwiseprovision of services to Parent or any of its subsidiaries); (c) to the Parent Charter or the Parent Bylaws knowingly take any action that would result in a manner that would adversely affect failure to maintain the consummation trading of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to on the Effective TimeNASDAQ; (iid) adopt or propose to adopt any amendments to its charter documents that would materially impair or adversely effect the ability of Parent to consummate the transactions contemplated by this Agreement; (e) adopt a plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iiif) issue, grant, deliver, sell, pledge, dispose of take or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to permit any of its capital stock or other equity interests, other than (Aaffiliates to take any action that would prevent the Offer and the Merger together from qualifying as a reorganization under the provisions of Section 368(a) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeCode; or (vig) unless required by a change in applicable law or GAAP, change any of the accounting principles, practices or methods used by it; (h) take or agree to take, authorize, enter into any Contract obligating it to take, in writing or commit otherwise to take any of the actions described in Sections 5.2(b)(i5.2(a) through 5.2(b)(v)5.2(g) hereof or any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect in any material respect. Notwithstanding the foregoing and any other provision of this Agreement, the Company shall not have the right to control or direct Parent’s operations. Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Conduct of Business of Parent. (a) Except for matters expressly required, permitted or contemplated by this Agreement, set forth in Section 5.2 5.02 of the Parent Disclosure Letter Schedule, or as otherwise expressly required or permitted consented to in advance in writing by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Company, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shallshall use commercially reasonable efforts to, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts conduct its business in the ordinary course consistent with past practice, maintain in effect all of its Permits necessary to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted andconsistent with past practice and (i) preserve intact its material assets, material proprietary rights of Parent and current business organization, (ii) to keep available the extent consistent therewithservices of its directors, useofficers and key employees, and cause each (iii) preserve its relationships with its customers, partners, suppliers, licensors, licensees, distributors and others having material business relationships with it with the objective of its Subsidiaries to usepreserving unimpaired their goodwill and ongoing business. In addition, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without without limiting the generality of Section 5.2(a)the foregoing, except for matters expressly permitted or contemplated by this Agreement or set forth in Section 5.2 5.02 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementSchedule, from the date of this Agreement to until the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shall not, and nor shall not it permit any Subsidiary of Parent its Subsidiaries to, do any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld, conditioned withheld or delayed):: (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, or enter into any agreement with respect to the voting of, any capital stock of Parent or any of its Subsidiaries, other than dividends and distributions by a direct or indirect wholly-owned Subsidiary of Parent to its parent, (ii) split, combine or reclassify any capital stock of Parent or any of its Subsidiaries, (iii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of Parent or any of its Subsidiaries, (iv) purchase, repurchase, redeem or otherwise acquire any capital stock of Parent or capital stock of the Subsidiaries of Parent (including, without limitation, securities exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, capital stock or other equity interests of Parent or any of its Subsidiaries), other than pursuant to currently existing Contracts providing for the repurchase of Parent’s capital stock upon the departure or termination of an employee, (v) amend any term of any capital stock of Parent or of its Subsidiaries (in each case, whether by merger, consolidation or otherwise), or (vi) sell, transfer or pledge, or agree to sell, transfer or pledge, any equity interest owned by Parent in any of its Subsidiaries or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any of its Subsidiaries; (b) authorize for issuance, issue, deliver, sell, grant, pledge, transfer, or agree or commit to issue, sell or deliver or otherwise encumber or dispose of or subject to any Lien (whether through the issuance or granting of options, commitments, subscriptions, rights to purchase or otherwise), any shares of Parent’s capital stock or the capital stock of any of its Subsidiaries, any other securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, securities or convertible securities or any other securities or equity equivalents (including without limitation stock appreciation rights or phantom interests), other than the issuance and delivery of shares of Parent Common Stock upon the exercise of options or Parent Warrants that are outstanding on the date of this Agreement; (c) amend or permit the adoption change its Articles of any amendment Incorporation, Bylaws or comparable organizational documents (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise); (d) acquire (i) any material amount of stock or assets of any other Person (in connection with a purchase of such Person’s business whether in whole or in part), whether by purchase of stock, purchase of assets, merger, consolidation, or otherwise or (ii) any other material assets (other than assets acquired in the ordinary course of business for amounts that are consistent with past practice); (e) (i) establish or acquire any Subsidiary other than wholly-owned Subsidiaries or Subsidiaries organized outside of the United States and its territorial possessions or (ii) amend, modify or waive any term of any outstanding security of Parent or any of its Subsidiaries; (f) pledge, transfer, sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any material Subsidiary of Parent or any of the assets or properties of Parent or any of its material Subsidiaries, except for (i) immaterial properties or assets (or immaterial portions of properties or assets) or (ii) pursuant to existing contracts or commitments for inventory in the ordinary course of business consistent with past practice; (g) (i) grant to any current or former director, officer, employee or consultant of Parent or any Subsidiary of Parent any increase in any manner in compensation or benefits, or pay any bonus thereto except (x) increases in base salaries of non-executive officer employees in accordance with past practices so long as such increases do not exceed 5% of the aggregate current annualized base salaries of all non-executive officer employees of Parent and Subsidiaries of Parent, or (y) bonuses granted in the ordinary course consistent with past practice, (ii) terminate any employee other than in the ordinary course of business or grant or pay to any current or former director, officer, employee or consultant of Parent or any Subsidiary of Parent any severance or termination pay or benefits or any increase in severance, change of control or termination pay or benefits, except in connection with actual termination in the ordinary course of any such Person to the Parent Charter extent required under applicable Law or existing plans, policies, agreements or arrangements of Parent, (iii) establish, adopt, enter into or amend any employee benefit plan or any agreement, arrangement, plan or policy for the Parent Bylaws benefit of any current or former director, officer or employee in existence on the date hereof (other than entering into offer letters that contemplate “at will” employment without severance benefits or as otherwise permissible under this Section 5.02) or collective bargaining agreement except to the extent required under applicable Law, (iv) take any action to accelerate any rights or benefits or take any action to fund or in any other way secure the payment of compensation or benefits under any Company benefit plan, or (v) make any Person a manner that beneficiary of any retention or severance plan under which such Person is not, as of the date of this Agreement, a beneficiary which would adversely affect the entitle such Person to payments, vesting, acceleration, or any other right as a consequence of consummation of the Merger or would affect, following the Effective Time, the holders Transactions and/or termination of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeemployment; (h) (i) assume, purchase, repurchase, prepay or incur any Indebtedness, including by way of a guarantee, issuance or sale of debt securities or any merger, business combination or other acquisition, (ii) issue or sell options, warrants, calls or other rights to acquire any debt securities of Parent or any of its Subsidiaries, (iii) guarantee any debt securities of others or enter into any “keep well” or other agreement to maintain any financial statement or similar condition of another person or enter into any arrangement having the economic effect of any of the foregoing, (iv) create any Lien on any material asset of Parent or any of its Subsidiaries, (v) make or forgive any loans, advances or capital contributions to, guarantees for the benefit of, or investments in, any other Person, other than to Parent or any of its wholly owned Subsidiaries, or (iv) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except for the obligations of the Subsidiaries of Parent permitted under this Agreement; (i) adopt or put into effect a plan of or agreement of, or resolutions providing for or authorizing, any complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries reorganization of Parent not in violation of any instrument binding on or any of the Parent Companies and that would not reasonably be expected to result in a its material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of Subsidiaries, other than any delay in the receipt of any approvals required under Section 6.1transaction specifically contemplated by this Agreement; (iiij) issueinstitute, grantsettle, deliveror agree to settle any material pending or threatened suit, action, claim or litigation, before any arbitrator, court or other Governmental Authority (for the avoidance of doubt, any settlement or Claim, consent decree which involves a conduct remedy or injunctive, equitable or similar relief or has a restrictive impact on business or involves payments in excess of $100,000 in the aggregate shall be deemed to be material); (k) agree to (i) any exclusivity provision or covenant of Parent or any of its Subsidiaries not to compete with the business of any other Person, or (ii) any other covenant of Parent or any of its Subsidiaries restricting in any material respect the development, manufacture, marketing or distribution of the products or services of Parent or any of its Subsidiaries or otherwise limiting in any material respect the freedom of Parent or any Subsidiary of Parent to compete in any line of business or with any Person or in any area or to own, operate, sell, pledgetransfer, pledge or otherwise dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt material assets or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) that would so limit the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as freedom of the date of this Agreement, (2) pursuant to a Parent Stock Plan Company or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) Affiliates in any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with material respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect after the consummation of the Merger or the Transactions; (l) enter into any new line of business; (m) take any action for the purpose of preventing, delaying or impeding the consummation of the Merger or the Transactions; (n) take any action that would, or would affectbe reasonably likely to, following make any representation or warranty of Parent hereunder, or omit to take any action necessary to prevent any representation or warranty of Parent hereunder from being, inaccurate in any material respect at, or as of any time before, the Effective Time, or take any action that would, or would be reasonably likely to, result in, or omit to take any action necessary to prevent, any of the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior conditions to the Effective TimeMerger set forth in ARTICLE 6 not being satisfied; or (vii) agree to take, authorize, enter into any Contract obligating it to takeor agreement other than in the ordinary course of business and consistent with past practice; (ii) authorize, or make any commitment with respect to, any single capital expenditure which is in excess of $100,000 or capital expenditures which are, in the aggregate, in excess of $250,000 for the Company and its Subsidiaries taken as a whole; or (iii) enter into or amend any contract, agreement, commitment or arrangement with respect to any matter set forth in this Section 5.02(o) or Section 5.02(h); (p) amend, modify or consent to the termination of any material contract, or amend, waive, modify or consent to the termination of Parent’s rights thereunder, other than in the ordinary course of business and consistent with past practice; (q) take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures; (r) make any tax election or settle or compromise any United States federal, state, local or non-United States income tax liability; (s) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the consolidated balance sheet of Parent as at September 30, 2009, or subsequently incurred in the ordinary course of business and consistent with past practice; or (t) announce an intention, authorize, resolve, commit or agree to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing actions.

Conduct of Business of Parent. From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, except (ai) Except for matters as required by Applicable Law, (ii) as set forth in Section 5.2 5.01(b) of the Parent Disclosure Letter Letter, or (iii) as otherwise expressly required or permitted expressly contemplated by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of Agreement, unless the Company shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (iA) conduct its business in the ordinary course of business consistent with past practice and in compliance in all material respects with all Applicable Laws and (B) use reasonable best efforts to conduct preserve intact its business organization and advantageous business relationships and keep available the business services of its Subsidiaries in current officers and employees; provided, however, that no action or failure to take action with respect to matters specifically addressed by any of the usual, regular and ordinary course in substantially provisions of the same manner as previously conducted and, (ii) next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the extent consistent therewith, usenext sentence. In addition, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or foregoing and to the fullest extent permitted by this AgreementApplicable Law, from the date of this Agreement to until the Effective Time or the date earlier of the termination of this AgreementAgreement and the Effective Time, except as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any set forth in Section 5.01(b) of the following without Parent Disclosure Letter or with the Company’s prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):), Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following: (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect By-laws or the consummation comparable organizational documents of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders any Subsidiary of Parent Common Stock immediately prior in any manner adverse to the Effective TimeCompany, in each case other than in connection with the Financing, or enter into any written agreement with any of Parent’s stockholders in their capacity as such; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iiiA) issue, grant, deliver, sell, pledge, dispose of encumber or encumber grant any (A) shares of the capital stock, (B) Parent Voting Debt stock or other equity or voting securitiesinterests of Parent, (C) Parent Stock Equivalents or (D) optionsany securities or rights convertible into, warrants or other securities convertible into exchangeable or exercisable for, or exchangeable evidencing the right to subscribe for any shares of capital stock or other equity or voting securities ofinterests of Parent, or any rights, warrants or options to purchase any shares of capital stock or other equity or voting interests in, of Parent, other than except for any issuance, sale or grant (1) solely between or among Parent and its wholly owned Subsidiaries or (2) pursuant to the issuance of shares issuance, exercise or settlement of Parent Common Stock upon Options, Parent Restricted Shares or other equity awards or obligations under the exercise, conversion or vesting of derivative or convertible securities Parent equity incentive plans outstanding on the date hereof in accordance with the terms under the Parent Stock Plans as of the applicable Parent equity incentive plans in effect on the date hereof or granted after the date hereof not in violation of this Agreement, (2B) pursuant to establish a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitionsrecord date for, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make aside for payment or pay any dividend on, or make any other distributiondistribution in respect of, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans)voting interests, or reclassify(C) adjust, split, combine, split, subdivide or otherwise amend the terms reclassify any shares of its capital stock or other equity or voting interests; (iii) except as otherwise permitted under the Parent Credit Agreement (A) incur any Indebtedness, except for (1) Indebtedness solely between or among Parent and any of its Subsidiaries, (2) letters of credit issued in the ordinary course of business, (3) Indebtedness incurred under bank lines of credit in effect as of the date hereof, (4) trade credit or trade payables in the ordinary course of business consistent with past practice, and (5) any Indebtedness incurred in anticipation of the Closing hereunder and the other transactions contemplated hereby or (B) make any loans, capital contributions or advances to any person outside of the ordinary course of business, other than to Parent or any Subsidiary of Parent; (iv) sell, lease (as lessor), license, mortgage, sell and leaseback or otherwise subject to any Lien (other than Permitted Liens), or enter into otherwise dispose of any agreement material properties or assets or any material interests therein other than (A) in the ordinary course of business consistent with past practice, (B) pursuant to Contracts in existence on the date of this Agreement, (C) with respect to transactions (x) where Parent is the voting disposing party, among Parent and one or more of its wholly owned Subsidiaries in the ordinary course of business consistent with past practice or (y) where its Subsidiary is the disposing party, among Parent and one or more of its Subsidiaries or among its Subsidiaries, (D) with a value or purchase price not in excess of $50,000,000 or (E) pursuant to any obligations of Parent’s capital stockParent or Merger Sub pursuant to Section 6.03(c); (v) make any material change in financial accounting methods, principles or practices, except insofar as may have been required by a change in each case in a manner that would adversely affect GAAP or Applicable Law (after the date of this Agreement); (vi) enter into or amend any Parent Contract to the extent consummation of the Merger or compliance by Parent or any of its Subsidiaries with the provisions of this Agreement would affectreasonably be expected to conflict with, following or result in a violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the Effective Timecreation of any Lien upon any of the material properties or assets of Parent or any of its Subsidiaries under, or require Parent, the holders Company or any of Company Common Stock whose shares may be converted into their respective Subsidiaries to license or transfer any of its material properties or assets under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior Contract or amendment; (vii) assign, transfer, lease, cancel, fail to the Effective Timerenew or fail to extend any material Permit; or (viviii) agree to takeagree, authorize, enter into any Contract obligating it to take, commit or commit propose to take any of the foregoing actions described or fail to take any action that would result in Sections 5.2(b)(i) through 5.2(b)(v)any of the foregoing.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of During the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to and continuing until the Effective Time or the date earlier of the termination of this Agreement, as Agreement pursuant to its terms and the case may beEffective Time, Parent shall, (which for the purposes of this Section 4.2 shall include Parent and shall cause each of its Subsidiaries tosubsidiaries) agrees, (i) use reasonable best efforts except to conduct the extent that the Company shall otherwise consent in writing, to carry on its business and the business of its Subsidiaries in the usual, regular and ordinary course course, in substantially the same manner as previously heretofore conducted andand in compliance in all material respects with all applicable laws and regulations, (ii) to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and to use all reasonable efforts consistent with past practices and policies to preserve intact Parent's present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with Parent, to the extent consistent therewith, useend that Parent's goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time. Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of business of Parent, and cause each of its Subsidiaries will not enter into or amend any agreement or take any action which reasonably would be expected to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of have a Material Adverse Effect on Parent. Except as expressly contemplated by this Agreement or in compliance with Section 5.2(a5.4(b), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement shall not prior to the Effective Time or the date of the earlier termination of this AgreementAgreement pursuant to its terms, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company Company's Chairman: (which consent shall not be unreasonably withhelda) Waive any stock repurchase rights, conditioned accelerate, amend or delayed):change the period of exercisability of options or repurchase of restricted stock, or reprice options granted under the employee stock plans of Parent or authorize cash payments in exchange for any options granted under any of such plans, or by inaction suffer any of the foregoing to occur when unilateral action by Parent could have prevented it, all unless otherwise expressly required pursuant to the terms of the Parent Stock Option Plan, or take any such action (or by inaction suffer such to occur when unilateral action by Parent could have prevented it) with regard to any warrant or other right to acquire capital stock of Parent; (b) Enter into partnership arrangements, joint development agreements or strategic alliances; (c) Grant any severance or termination pay (i) to any executive officer or (ii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Parent's policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the Company or pursuant to written agreements consistent with Parent's prior agreements under similar circumstances; (d) Transfer or license to any person or entity or otherwise extend, amend or permit modify any rights to Parent's Intellectual Property Rights or enter into grants to future patent rights, other than non-exclusive licenses in connection with the adoption sale of goods or services entered into in the ordinary course of business consistent with past practices; (e) Commence any amendment litigation other than (whether by mergeri) for the routine collection of bills, amalgamation(ii) for software piracy, scheme or (iii) in such cases where Parent in good faith determines that failure to commence suit would result in the material impairment of arrangementa valuable aspect of Parent's business, consolidation or otherwise) to provided that Parent consults with the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timefiling of such a suit; (iif) adopt a plan of complete Declare, set aside or partial liquidationpay any dividends on or make any other distributions (whether in cash, dissolution, merger, consolidation, restructuring, recapitalization securities or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not property) in violation respect of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of its capital stock, (B) Parent Voting Debt or other voting securitiessplit, (C) Parent Stock Equivalents combine or (D) options, warrants reclassify any of its capital stock or issue or authorize the issuance of any other securities convertible into in respect of, in lieu of or exercisable or exchangeable in substitution for any shares of capital stock of Parent; provided, that Parent may without such consent effect a reverse stock split if doing so is both necessary and sufficient in the opinion of The Nasdaq Stock Market, Inc. to prevent the Parent Common Stock from being forthwith delisted from the Nasdaq SmallCap Market -- but only the smallest size of reverse stock split as is necessary to prevent such delisting; (g) Purchase, redeem or voting otherwise acquire, directly or indirectly, any shares of its capital stock or its subsidiaries' capital stock except from former employees, directors and consultants in accordance with agreements existing as of the date hereof requiring the repurchase of shares in connection with any termination of service to Parent; (h) Issue, deliver, sell or pledge or authorize or propose the issuance, delivery, sale or pledge of any shares of its capital stock of any class or securities ofconvertible into, or equity interests insubscriptions, Parentrights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other securities, other than (1) the issuance of (i) shares of Parent Common Stock upon pursuant to the exerciseexercise or conversion of Parent stock options, conversion warrants or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans Convertible Notes outstanding as of the date of this Agreement, (2ii) pursuant options to a Parent Stock Plan or (3) the issuance of purchase shares of Parent Common Stock or other securities granted to new employees in the ordinary course of Parent in connection business, consistent with bona fide acquisitionspast practice, mergers, strategic partnership transactions or similar transactions permitted under clause (viiii) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share shares of Parent Common Stock issuable upon the exercise of the options referred to in clause (ii), (iv) up to 1,500,000 shares of Parent Common Stock, at a price per share no greater less than $0.70 (subject to adjustment for any reverse stock split), to trade creditors other than Heli-Oss in satisfaction of trade debt, (v) shares of Parent Common Stock to Heli-Oss in satisfaction of trade debt, in an amount and on terms consistent with the quarterly dividend declared and to be paid conceptual discussion framework statement delivered by Parent during to the fiscal quarter ended March 31Company on or before the date of this Agreement, 2018(vi) warrants to purchase up to 300,000 shares of Parent Common Stock to a lender to induce the initiation of a credit agreement contemplated by Section 4.2(l) hereof, with record (vii) shares of Parent Common Stock to investors, at a price per share no less than $1.00 (subject to adjustment for any reverse stock split), for a total consideration not to exceed $5,000,000, and payment dates (viii) the Parent Rights (and shares of the Parent's Preferred Stock upon the exercise thereof) in accordance with the terms of the Parent Rights Plan, as in effect on the date hereof; provided, however, that Parent may not make any issuance permitted by this Section 4.2(h) if the issuance would entitle any Person to any payment or result in any adjustment under the Share Purchase Agreement dated June 6, 2002 among Parent’s customary dividend schedule, the State of Wisconsin Investment Board, Xxxxx McAfee Capital Partners, LLC and certain other investors; (vi) adjustCause, split permit or combine propose any shares amendments to Parent's Certificate of Incorporation or By-laws or other charter documents or similar governing instruments of any of its capital stock subsidiaries; (j) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other equity interests (except business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant aggregate, to the vesting or exercise, as the case may be, business of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interestsParent, or enter into any agreement with respect to the voting joint ventures, strategic partnerships or alliances or purchase any distributors; (k) Sell, lease, license, encumber or otherwise dispose of any of Parent’s capital stock's properties or assets which are material, individually or in each case the aggregate, to the business of Parent, except in a manner that would adversely affect the consummation ordinary course of business consistent with past practices; (l) Incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities or New Credit Facilities in the Merger ordinary course of business) or would affectguarantee any such indebtedness or issue or sell any debt securities or warrants, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders calls or other rights to acquire debt securities of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, or guarantee any debt securities of others or enter into any Contract obligating it "keep well" or other agreement to take, maintain any financial statement condition or commit to take enter into any arrangement having the economic effect of the actions foregoing; "New Credit Facilities" means the proposed arrangements described in Sections 5.2(b)(i) through 5.2(b)(v).the letter agreement dated July 17, 2002 between Parent and Silicon Valley Bank, provided that the actual final arrangements are not materially different from such proposed arrangements;

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of During the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date hereof until the Effective Times or earlier termination of this Agreement according to the Effective Time or the date of the termination of this Agreement, as the case may beits terms, Parent shall, and shall cause each of its the Parent Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries only in the usual, regular and ordinary course of business consistent with past practice and in substantially compliance with all Legal Requirements and Contracts to which Parent or any Parent Subsidiary is a party. Notwithstanding the same manner as previously conducted andforegoing, (ii) to during the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, period from the date hereof until the Effective Times or earlier termination of this Agreement according to its terms, except (x) as consented to in writing by the Effective Time Company, which consent shall not unreasonably be withheld, conditioned or the date of the termination of this Agreementdelayed, or (y) as the case may beexpressly contemplated herein, Parent shall not, and shall not permit cause each of the Parent Subsidiaries to not: (a) change any Subsidiary of Parent toits methods, do principles or practices of accounting in effect at the Financial Statement Date, except as may be required by GAAP or Legal Requirements or as recommended by Parent’s independent auditors, or pursuant to written instructions, comments or orders from the SEC; (b) amend any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws Parent’s organizational documents in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, affects the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeShares or Company OP Units; (iic) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for take any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and action that would not reasonably be expected to result in a material increase in the net Tax liability any of the Parent Companies taken as a whole and would conditions to the Merger set forth in Article VII not present a material risk of any delay in the receipt of any approvals required under Section 6.1being satisfied; (iiid) issuemerge or consolidate with, grantacquire all or substantially all of the assets of, deliver, sell, pledge, dispose or acquire the beneficial ownership of or encumber any (A) shares a majority of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of the outstanding capital stock or voting securities ofother equity interest in any Person or division thereof, or equity interests in, Parent, other than (1) if such transaction involves the issuance of shares of Parent Common Stock upon the exerciseShares, conversion in whole or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans part as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent consideration in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowsuch transaction; (ive) declare, set aside, make aside or pay any dividend or other distribution, distribution payable in cash, equity interestsshares, stock or property or otherwise, with respect to any of its capital stock or other equity intereststhe Parent Shares, other than (A) any dividend or distribution by a Subsidiary in the ordinary course of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, business consistent with record and payment dates in accordance with Parent’s customary dividend schedule;past practice; or (vf) adjustauthorize, split recommend, propose or combine announce an intention to do any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interestsforegoing prohibited actions, or enter into any agreement with respect Contract to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take do any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing prohibited actions.

Conduct of Business of Parent. (a) Except for matters set forth Unless Chaparral shall otherwise consent in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written writing (such consent of the Company (which consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Effective Time or Time, except as specifically contemplated by the date of the termination terms of this Agreement, as the case may be, : (i) Parent shalland Merger Sub shall conduct their respective business in, and shall cause each of its Subsidiaries tonot take any action other than in, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted andof business consistent with past practice, (ii) Parent and Merger Sub shall use commercially reasonable efforts to continue to maintain, in all material respects, their respective assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use and (iii) Parent and Merger Sub shall use commercially reasonable efforts consistent with the foregoing to conduct the business of Parent and Merger Sub in compliance with applicable Laws in all material respects, including without limitation the timely filing of all reports, forms or other documents with the SEC required to be filed with the SEC by Parent pursuant to the extent consistent therewithSecurities Act, usethe Exchange Act and the Xxxxxxxx-Xxxxx Act, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewithParent. (b) Without limiting the generality of Section 5.2(athe foregoing clause (a), except for matters set forth in Section 5.2 of during the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, period from the date of this Agreement to the Effective Time or the date of the termination of Time, neither Parent nor Merger Sub will (except as specifically contemplated by this Agreement), as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company Chaparral (which such consent shall not to be unreasonably withheld, conditioned or delayed): (i) amend except as contemplated by Section 3.2(a), the Proxy Statement and/or this Agreement, authorize for issuance, issue, grant, sell, pledge, dispose of or permit the adoption propose to issue, grant, sell, pledge or dispose of any amendment (whether by mergershares of, amalgamationor any options, scheme warrants, commitments, subscriptions or rights of arrangement, consolidation any kind to acquire or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into sell Parent Common Stock pursuant hereto in a manner different than holders (including upon exercise of any outstanding option, warrant or similar right to acquire such Parent Common Stock), any other shares of capital stock or other securities or equity interests, including any securities convertible into or exchangeable for Parent Common Stock immediately prior or equity interest of any class and any other equity-based awards or alter in any way its outstanding securities or make any changes in outstanding shares of capital stock or its capitalization, whether by means of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise or agree to register under the Securities Act any capital stock of Parent or Merger Sub; (ii) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any Person or subject any of its assets, properties or rights, or any part thereof to any Encumbrances or other limitation or restriction; (iii) make any change in any Parent Organizational Documents or any Merger Sub Organizational Documents; (iv) except as contemplated by this Agreement, redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock, membership interests or other ownership interests of Parent or Merger Sub; (v) except in the ordinary course of business consistent with past practice, acquire, lease or sublease any material tangible assets, raw material or properties (including real property); (vi) except for the Long-Term Incentive Plan, enter into any Benefit Plan or any employment, severance, or change of control agreement; (vii) make any capital expenditures, or commit to make capital expenditures for any period following the Effective Time; (iiviii) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or GAAP; (ix) other than in the ordinary course of business consistent with past practice or as contemplated hereunder, and other than for legal, accounting, fairness opinion and other fees to be incurred in connection with the transactions contemplated hereunder, terminate or waive or assign any material right under any Parent Material Contract or enter into any contract involving amounts potentially exceeding $25,000 (in the event any such contract is entered into, Parent will, within seven (7) days of execution of same provide a fully executed copy thereof to Chaparral); (x) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xi) establish any subsidiary (other than as contemplated hereby) or enter into any new line of business; (xii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to the assets, operations and activities of Parent and Merger Sub in an amount and scope of coverage as are currently in effect; (xiii) revalue any of its material assets or make any change in accounting methods, principles or practices, except as required by GAAP and approved by Parent’s outside auditors; (xiv) waive, release, assign, settle or compromise any Action (including any third-party Action relating to this Agreement or the transactions contemplated hereby, including the Merger), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Parent or Merger Sub) not in excess of $50,000 individually or in the aggregate, or otherwise pay, discharge or satisfy any claims, liabilities or obligations other than in the ordinary course of business consistent with past practice, unless such amount has been reserved in the Parent financial statements included in the Parent SEC Reports; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets; (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xvii) voluntarily incur any material liability or obligation (whether absolute, except for any merger accrued, contingent or consolidation solely among wholly owned Subsidiaries otherwise) other than in the ordinary course of Parent not in violation business consistent with past practice; (xviii) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any instrument binding on material portion of its properties, assets or rights; (xix) take any of the Parent Companies and action that would not reasonably be expected to result in a material increase in delay or impair the net Tax liability of the Parent Companies taken as a whole and would not present a material risk obtaining of any delay in the receipt Consents of any approvals required under Section 6.1Governmental Authority to be obtained in connection with this Agreement; (iiixx) issueenter into, grantamend, deliver, sell, pledge, dispose of waive or encumber any terminate (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities terminations in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (Atheir terms) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeAffiliate Transaction; or (vixxi) authorize or agree to take, authorize, enter into any Contract obligating it to take, or commit to take do any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing actions.

Conduct of Business of Parent. (a) Except for matters Pending the Merger. Parent covenants and agrees that, during the period from the date hereof to the Effective Time Parent shall use its reasonable best efforts to preserve substantially intact its and its subsidiaries' current business organizations, keep available the services of the present officers and key employees of Parent and its subsidiaries and preserve the present relationships of Parent and its subsidiaries with customers, suppliers and other persons with which Parent or any of its subsidiaries has significant business relations to the end that their goodwill and ongoing businesses shall be materially unimpaired at the Effective Time. By way of amplification and not 43 39 limitation, except as set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or Schedule and except as permitted by this Agreement or by Agreement, neither Parent nor any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheldits subsidiaries shall, conditioned or delayed), from between the date of this Agreement to and the Effective Time Time, directly or the date of the termination of this Agreementindirectly do, as the case may beor commit to do, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld, conditioned or delayed):: (ia) In the case of Parent only, amend or permit otherwise change its Certificate of Incorporation or By-Laws (other than the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeAmendment); (iib) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries In the case of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issueonly, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interestsstock, property or otherwise, with respect to any of its capital stock or other equity interests, (other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with usual record and payment dates consistent with past practice (unless otherwise required by Section 5.3), in accordance with Parent’s customary dividend schedulean amount not to exceed $.18 per share); (vc) adjustIn the case of Parent only, split adopt a plan of complete or combine partial liquidation or dissolution; (d) In the case of Parent only, issue, deliver, sell, dispose of, or authorize or commit to the issuance, sale or disposition of any shares of its capital stock of any class, any Parent Voting Debt or any options, warrants, convertible securities or other equity interests rights of any kind to acquire any shares of capital stock, or any Parent Voting Debt (except for the issuance of options in the ordinary course consistent with past practice and except for issuances in connection with acquisitions or mergers permitted hereby); (e) In the cashless exercises case of Parent only, redeem, purchase or similar transactions (including withholding otherwise acquire, directly or indirectly, any capital stock of Taxes) Parent, other than pursuant to the vesting options and benefit plans; (f) Acquire (by merger, consolidation or exerciseacquisition of stock or assets) any corporation, as the case may be, of Parent Stock Awards partnership or other equity awards business organization or division thereof if (i) the aggregate consideration is in excess of Parent outstanding as of $500 million for any individual transaction and $750 million for all such transactions or (ii) such acquisition would be reasonably likely to prevent or materially delay the date hereof Offer or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeMerger; or (vig) agree to takeTake, authorize, enter into any Contract obligating it or propose to take, or commit agree to take in writing or otherwise, any of the actions described in Sections 5.2(b)(i5.2(a) through 5.2(b)(v)5.2(f) or any action which would be reasonably likely to prevent or materially delay the Offer or the Merger or make any of the representations or warranties of Parent or the Purchaser contained in this Agreement untrue and incorrect as of the date when made if such action had then been taken.

Conduct of Business of Parent. (a) Except for matters as contemplated by this Agreement, set forth in Section Schedule 5.2 of the Parent Disclosure Letter or otherwise expressly as required or permitted by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement or in accordance with its terms, Parent shall and shall cause each of its Subsidiaries to, except as consented to in writing by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (ia) use reasonable best efforts to conduct its business and the business of its Subsidiaries in all material respects in the usual, regular and ordinary course in substantially the same manner as previously conducted andof business, consistent with past practice and (iib) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, use commercially reasonable best efforts to preserve substantially intact the its business organization of and to preserve in all material respects the Company and its Subsidiaries and goodwill associated therewith. (b) present commercial relationships with key Persons with whom it does business. Without limiting the generality of this Section 5.2(a)5.2, except for matters as contemplated by this Agreement, set forth in Section Schedule 5.2 of the Parent Disclosure Letter Letter, or as otherwise expressly required or permitted by this Agreementapplicable Law, from and after the date hereof until the earlier of this Agreement to the Effective Time or the date of Closing Date and the termination of this Agreement, as the case may beAgreement in accordance with its terms, Parent shall not, and shall not permit any Subsidiary of Parent its Subsidiaries to, directly or indirectly, do DOC ID - 32901658.22 64 any of the following without the prior written consent of except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed): i. split, combine or reclassify any of its capital stock; ii. merge or consolidate with any Person; iii. make any change to its Organizational Documents; iv. sell, lease, license, pledge, otherwise dispose of, any material properties or material assets in which the proceeds of such transaction are used by Parent to (iA) amend declare, set aside or permit pay any dividends on, or make any other distributions in respect of, any of its capital stock or (B) repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any other securities thereof other than the adoption repurchase, redemption or acquisition of any amendment (whether by mergercapital stock of Parent or any other securities thereof from employees of Parent in the Ordinary Course of Business; v. take any action or omit to take any action for the purpose of preventing, amalgamation, scheme of arrangement, consolidation delaying or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect impeding the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeother transactions contemplated by this Agreement; (ii) adopt a plan of complete vi. take any action or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for omit to take any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that action which would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) Shares to Stockholders pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends this Agreement in an amount per share in excess of the Capped Number of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule;Shares; or (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or vii. enter into any binding agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating committing it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing actions.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of Parent agrees that during the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to the Effective Time or (unless the date of the termination of Company shall otherwise agree in writing and except as otherwise contemplated by this Agreement, as the case may be), Parent shallwill, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and will cause each of its Subsidiaries to use, reasonable best efforts conduct its operations according to preserve substantially intact the its ordinary and usual course of business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) consistent with past practice. Without limiting the generality of Section 5.2(a)the foregoing, and except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of in this Agreement, as set forth in Schedule 6.2 or as set forth in Parent's 2001 operating budget as submitted in writing to the case may beCompany prior to the date hereof (and, if applicable, Parent's 2002 operating and capital budget), prior to the Effective Time, neither Parent shall not, and shall not permit any Subsidiary of Parent to, do nor any of the following its Subsidiaries will, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):Company: (i) amend (A) enter into an agreement to effect, or permit effecting, a Change in Control with respect to Parent, (B) alter through merger, liquidation, reorganization, restructuring or in any other fashion the adoption corporate structure or organization of Parent or any amendment Subsidiary, (C) adopt any amendments to its Articles of Incorporation or Bylaws which would alter the terms of the Parent Common Stock, (D) enter into any transaction, or series of transactions, whereby Parent, directly or indirectly, acquires another company (whether by through merger, amalgamationpurchase of stock, scheme acquisition of arrangement, consolidation all or substantially all of the assets of another company or otherwise) if the company being acquired would qualify as a Significant Subsidiary; or (E) enter into any agreement relating to a transaction which would require the Parent Charter approval of its shareholders under the PBCL or the Parent Bylaws in a manner that would adversely affect the consummation listing standards of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeNasdaq; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of Parent or of its Subsidiaries (other than with respect to the Merger); (iii) adopt any amendments to its Articles of Incorporation or otherwise alter its capital structure; (iv) other than in the ordinary course of business consistent with past practice, except incur any indebtedness for borrowed money or guarantee any merger such indebtedness or consolidation solely among make any loans, advances or capital contributions to, or investments in, any other person, other than to Parent or any wholly owned Subsidiaries subsidiary of Parent not in violation of any instrument binding on Parent; (v) authorize, recommend, propose or announce an intention to do any of the Parent Companies and that would not foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (vi) take any action or fail to take any action which could reasonably be expected to result in a breach of any representation warranty or covenant hereunder. (b) In addition, during the period from the date of this Agreement until the Effective Time: (i) Parent shall not amend the Co-Bank Commitment Letter or the VoiceStream Wireless Agreement in any material increase respect and shall use its best efforts to do or cause to be done all things necessary or appropriate on its part in order to fulfill the conditions precedent set forth in the net Tax liability of Co-Bank Commitment Letter and the VoiceStream Wireless Agreement and to consummate the transactions contemplated by the Co-Bank Commitment Letter and the VoiceStream Wireless Agreement; (ii) Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1;shall maintain its current dividend policy; and (iii) issueNeither Parent nor any Subsidiary, grantnor any executive officer or director of Parent or any Subsidiary, deliver, sell, pledge, dispose nor any shareholder of Parent who may be deemed to be an "affiliate" (as that term is defined for purposes of Rules 145 and 405 promulgated by the SEC under the Securities Act) of Parent shall purchase or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities ofsell on Nasdaq, or equity interests insubmit a bid to purchase or an offer to sell on Nasdaq, Parentdirectly or indirectly, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of any shares of Parent Common Stock or any options, rights or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share convertible into shares of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)Price Determination Period.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 Parent covenants and agrees that, during the period from the date hereof until the earlier of the Parent Disclosure Letter or otherwise expressly required or permitted Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (i) as contemplated by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or Agreement, (ii) as required by applicable Law or with the prior written consent of (iii) unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) to conduct its business in the ordinary course of business consistent with past practice in all material respects and use commercially reasonable best efforts to conduct (1) maintain its business material assets and the business of its Subsidiaries properties in the usual, regular their current condition (subject to normal wear and ordinary course in substantially the same manner as previously conducted and, tear) and (ii2) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the its business organization of the Company and to preserve its Subsidiaries present relationships with customers, suppliers and goodwill associated therewithother Persons with which it has material business relations. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from Between the date of this Agreement to and the earlier of the Effective Time or and the date of the termination of date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (x) as contemplated by this Agreement, (y) as required by applicable Law, or (z) unless the case may be, Parent Company shall not, and shall not permit otherwise consent in writing (it being agreed that prior to taking any Subsidiary of Parent to, do any of action requiring the following without the prior written consent of the Company (which consent pursuant to this Section 5.2(b), Parent shall provide notice in accordance with Section 8.2 of this Agreement to the Company requesting such consent, and the Company shall have five Business Days from the date of such notice, properly given in accordance with Section 8.2 to provide such consent, and if the Company fails to respond within such five Business Days by a notice properly given in accordance with Section 8.2 of this Agreement stating that it is not granting such consent), then the Company shall be unreasonably withhelddeemed to have given its consent, conditioned or delayed):neither Parent nor any of its Subsidiaries shall: (i) amend take any action, or permit the adoption of knowingly fail to take any amendment (whether by mergeraction, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would reasonably be expected to prevent or materially impair or materially delay or otherwise materially adversely affect the consummation satisfaction of the conditions to consummating the Merger set forth in Article VI or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders ability of Parent Common Stock immediately prior to perform its obligations pursuant to this Agreement (including Parent’s obligation to pay the Effective Time;Merger Consideration or other amounts payable by it pursuant to this Agreement); or (ii) adopt a plan of complete or partial liquidationagree, dissolutionresolve, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, authorize or commit to do or take any of the actions action described in Sections Section 5.2(b)(i) through 5.2(b)(v).

Conduct of Business of Parent. (a) Except for matters set forth as required by Law, as expressly contemplated or required by this Agreement or as described in Section 5.2 5.02 of the Parent Disclosure Letter or otherwise expressly required or permitted by Schedule, during the period from the date of this Agreement until the Effective Time (or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of such earlier date on which this Agreement may be terminated pursuant to Section 7.01), unless the Company otherwise consents in writing (which such consent shall not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and operations in all material respects in the business Ordinary Course provided that this Section 5.02(a) shall not prohibit Parent or any of its Subsidiaries from taking commercially reasonable actions outside of the Ordinary Course in response to changes or developments resulting from the usualCOVID-19 pandemic; provided, regular further, however, that prior to taking any such action outside of the Ordinary Course, Parent shall consult with the Company and ordinary course consider in substantially good faith the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization views of the Company and its Subsidiaries and goodwill associated therewithregarding any such proposed action. (b) Without limiting the generality of Section 5.2(a)the foregoing, and except for matters set forth as required by Law, as expressly contemplated or required by this Agreement or as described in Section 5.2 5.02 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementSchedule, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beduring such period, Parent shall not, and shall not permit any Subsidiary of Parent its Subsidiaries to, do take any of the following actions without the prior written consent of the Company (which such consent shall not to be unreasonably withheld, conditioned or delayed): (i) amend Parent shall not, nor shall it permit any of its Subsidiaries to, change its methods of accounting principles used by it as of the date of this Agreement unless required by GAAP as concurred to by Parent’s independent auditors; (ii) Parent shall not, nor shall it permit any of its Subsidiaries to, take (or permit the adoption omit to take) any action that would, or would reasonably be expected to, result in any of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws its representations and warranties set forth in this Agreement becoming untrue in a manner that would adversely affect give rise to the failure of the closing conditions set forth in Article VI, or that would in any material respect impede, interfere with, hinder or delay the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1transactions contemplated hereby; (iii) issueExcept as described in Section 5.02(b)(iii) of the Parent Disclosure Schedule, grantParent shall not, deliverand shall not permit any of its Subsidiaries to, sellmake any acquisition (including by merger or amalgamation) of the capital stock or other asset of any Person, pledgethe occurrence or pendency of which would reasonably be expected to prevent, dispose of materially delay or encumber any materially impede the Merger; (A) shares of capital stock, (Biv) Parent Voting Debt shall not, nor shall it permit any of its Subsidiaries to, declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other voting securitiesequity interests in, (C) Parent Stock Equivalents or (D) options, warrants or other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exercisable or exchangeable for any shares of capital stock or voting securities of, Parent or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interestsSubsidiaries, other than (A) any dividend or distribution by a Subsidiary dividends to holders of Parent Shares in the Ordinary Course consistent with past practice in timing and in an amount up to the amount as set forth on Section 5.02(b)(iv) of the Parent or to another wholly owned Subsidiary of Parent and Disclosure Schedule, (B) regular quarterly distributions or dividends from direct or indirect wholly-owned Subsidiaries of the Company to the Company or other wholly-owned Subsidiaries of the Company or (C) settlement (including any net share settlement) in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and respect to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with any equity based awards granted pursuant to Parent’s customary dividend scheduleomnibus incentive plan; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of shall not amend Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case Organizational Documents in a manner that would adversely affect affects in any material respect the consummation terms of the Merger Parent Shares; (vi) solely in the case of Parent, Parent shall not adopt or would affectenter into a plan of complete or partial liquidation or dissolution; and (vii) Parent shall not, following nor shall it permit any of its Subsidiaries to, enter into an agreement, contract, commitment or arrangement to do any of the Effective Timeforegoing. (c) Nothing contained in this Agreement is intended to give the Company, directly or indirectly, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately right to control or direct Parent’s or its Subsidiaries operations prior to the Effective Time; or. (vid) agree Subject to this Section 5.02, neither Parent nor Merger Sub shall knowingly take, or permit any of its respective Subsidiaries or its or their respective directors, officers or employees to take, authorize, enter into and each shall instruct its respective advisors (acting on behalf of Parent or any Contract obligating it of its Subsidiaries) not to take, any action that would reasonably be expected to prevent or commit to take any materially impede or materially delay the consummation of the actions described Transactions, or result in Sections 5.2(b)(iany transaction that (if consummated) through 5.2(b)(v)would reasonably be expected to prevent or materially impede or materially delay the consummation of the Transactions.

Conduct of Business of Parent. Except (ai) Except for matters set forth as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with (iii) to the prior written consent of extent that the Company (which shall otherwise consent shall not be unreasonably withheldin writing, conditioned or delayed), during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this Agreement, as the case may beAgreement in accordance with its terms, Parent shall, shall and shall cause each of its Subsidiaries to, (i) use reasonable best efforts subsidiaries to conduct its business and the business of its Subsidiaries their operations in the usual, regular and ordinary course in substantially the same manner as previously conducted of business consistent with past practices and, (ii) to the extent consistent therewith, useand with no less diligence and effort than would be applied in the absence of this Agreement, and cause each seek to preserve intact its current business organizations, keep available the service of its Subsidiaries to use, reasonable best efforts to current key officers and key employees and preserve substantially intact its relationships with customers and suppliers with the business organization of intention that its goodwill and ongoing businesses shall be materially unimpaired at the Company and its Subsidiaries and goodwill associated therewith. (b) Effective Time. Without limiting the generality of Section 5.2(a)the foregoing, except for matters set forth (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or as (iii) to the extent that the Company shall otherwise expressly required or permitted by this Agreementconsent in writing, during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this AgreementAgreement in accordance with its terms, as the case may be, neither Parent shall not, and shall not permit any Subsidiary of Parent to, do nor any of the following its subsidiaries will, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):Company: (ia) amend its Certificate or permit Articles of Incorporation (other than to increase the adoption number of authorized shares of Parent Common Stock) or bylaws (or other similar governing document); (b) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any amendment subsidiary of Parent (whether by merger, amalgamation, scheme other than the repurchase of arrangement, consolidation restricted stock and cancellation of securities following termination of employment with or otherwiseprovision of services to Parent or any of its subsidiaries); (c) to the Parent Charter or the Parent Bylaws knowingly take any action that would result in a manner that would adversely affect failure to maintain the consummation trading of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to on the Effective TimeNYSE; (iid) adopt or propose to adopt any amendments to its charter documents that would materially impair or adversely effect the ability of Parent to consummate the transactions contemplated by this Agreement; (e) adopt a plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization ; (f) take or other reorganizationpermit any of its affiliates to take any action that would prevent the Offer and the Merger together from qualifying as a reorganization under the provisions of Section 368(a) of the Code; or (g) (i) incur or assume any long-term or short-term debt or issue any debt securities in an amount in excess of One Hundred Million Dollars ($100,000,000), except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares borrowings under existing lines of capital stockcredit in the ordinary course of business consistent with past practices, (B) borrowings, including refinancings of existing indebtedness of Parent Voting Debt and its subsidiaries, in the amounts described in Section 5.2(g) of the Parent Disclosure Letter on terms not materially less favorable to Parent than the terms described in Section 5.2(g) of the Parent Disclosure Letter or other voting securities, (C) Parent Stock Equivalents trade payables arising in the ordinary course of business consistent with past practices; or (Dii) optionsmortgage or pledge any of its material properties or assets, warrants tangible or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities ofintangible, or equity interests increate or suffer to exist any material Lien thereupon except to secure indebtedness permitted under clause (i) of this Section 5.2(g); (h) sell, Parentlease, license or dispose of any assets or properties in any single transaction or series of related transactions having a fair market value in excess of Fifty Million Dollars ($50,000,000) in the aggregate, other than (1i) sales or licenses of its products in the ordinary course of business consistent with past practices and (ii) sales of assets or properties described in Section 5.2(i) of the Parent Disclosure Letter; (i) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including any stock options or stock appreciation rights), except for issuances of Parent Common Stock or securities convertible into shares of Parent Common Stock totaling, in the aggregate, not more than 10% of the total number of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of outstanding on the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowhereof; (ivj) declareunless required by a change in applicable law or GAAP, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to change any of its capital stock the accounting principles, practices or other equity interests, other than (A) any dividend or distribution methods used by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleit; (vk) adjust, split take or combine any shares of its capital stock or other equity interests (except agree in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide writing or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i5.2(a) through 5.2(b)(v)5.2(j) or any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect in any material respect. Notwithstanding the foregoing and any other provision of this Agreement, the Company shall not have the right to control or direct Parent’s operations. Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 From and after the date hereof and prior to the earlier of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or Effective Time and the Termination Date, and except (i) as may be required by Law or with the prior written consent of Law, (ii) as may be agreed in writing by the Company (which such consent shall not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement (iii) as may be expressly permitted or required pursuant to the Effective Time or the date of the termination of this Agreement, or (iv) as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 5.1(b) of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementLetter, from Parent covenants and agrees with the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Company that Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):following: (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation propose or otherwise) agree to the Parent Charter amend its charter or the Parent Bylaws bylaws in such a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the cause holders of Company Common Stock whose shares may be converted into that receive Parent Common Stock pursuant hereto in a manner different to the Merger to be treated differently than holders of Parent Common Stock immediately prior to the Effective TimeStock; (ii) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (iii) adopt a plan of complete or partial liquidation, liquidation or dissolution with respect to Parent or resolutions providing for or authorizing such a liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declareacquire or agree to acquire, set asideby merging with or into or consolidating with, make or pay by purchasing a substantial portion of the assets of or equity in, or by any dividend other manner, any business or any corporation, partnership, association or other distributionbusiness organization or division thereof, payable in cashor otherwise acquire or agree to acquire any assets, equity interestsif the entering into of a definitive agreement relating to, property or otherwisethe consummation of such acquisition, with respect to any of its capital stock merger or other equity interests, other than consolidation would reasonably be expected to: (A) impose any dividend material delay in the obtaining of, or distribution materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by a Subsidiary this Agreement or the expiration or termination of Parent to Parent or to another wholly owned Subsidiary of Parent and any applicable waiting period; (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than materially increase the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting risk of any of Parent’s capital stockGovernmental Entity seeking or entering an order, in each case in a manner that would adversely affect decree, ruling or injunction prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; (C) materially increase the risk of not being able to remove any such order, decree, ruling or injunction on appeal or otherwise; or (D) prevent, materially delay or materially impede the consummation of the Merger or any other transactions contemplated by this Agreement; (v) enter into or amend any contract or take any other action if such contract, amendment of a contract or action would affectreasonably be expected to prevent or materially impede, following interfere with, hinder or delay the Effective Time, consummation of the holders Merger or any of Company Common Stock whose shares may the other transactions contemplated by this Agreement; (vi) take any action that would reasonably be converted into expected to (A) materially restrict or impede the consummation of the transactions contemplated hereby or the Financing or (B) cause any of the conditions to Closing set forth in Sections 6.1 through 6.3 to fail to be satisfied by the Outside Date; (vii) apply for or otherwise seek any new Parent Common Stock pursuant hereto in a manner different than holders License the receipt of Parent Common Stock immediately prior which would reasonably be likely to prevent or materially impair or delay the Effective Timeconsummation of the transactions contemplated hereby; or (viviii) agree to take, authorize, enter into any Contract obligating it to takecommit, or commit agree to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing actions.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 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, Parent Disclosure Letter or otherwise (which for the purposes of this Section 4.2 shall include Parent and each of its subsidiaries) agrees, except as expressly required contemplated or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with to the prior written consent of extent that the Company shall otherwise consent in writing (which consent shall not unreasonably be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct carry on its business and the business of its Subsidiaries in the usual, regular regular, and ordinary course course, in substantially the same manner as previously heretofore conducted andand in compliance in all material respects with all applicable laws and regulations, (ii) to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and to use all reasonable efforts consistent with past practices and policies to preserve intact Parent's present business organizations, keep available the services of its present officers and employees, and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with Parent, to the extent consistent therewith, useend that Parent's goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time. Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of business of Parent, and cause each of its Subsidiaries will not enter into or amend any agreement or take any action which reasonably would be expected to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of have a Material Adverse Effect on Parent. Except as expressly contemplated by this Agreement or in compliance with Section 5.2(a5.4(b), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement shall not prior to the Effective Time or the date of the earlier termination of this AgreementAgreement pursuant to its terms, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld: (a) Waive any stock repurchase rights, conditioned accelerate, amend, or delayed):change the period of exercisability of options or repurchase of restricted stock, or reprice options granted under the employee stock plans of Parent or authorize cash payments in exchange for any options granted under any of such plans, or by inaction suffer any of the foregoing to occur when unilateral action by Parent (other than action involving termination of such options) could have prevented it, all unless otherwise expressly required pursuant to the terms of the Parent Stock Option Plan, or take any such action (or by inaction suffer such to occur when unilateral action by Parent could have prevented it) with regard to any warrant or other right to acquire capital stock of Parent; (b) Enter into partnership arrangements, joint development agreements, or strategic alliances except in connection with any acquisition or similar transaction that is not prohibited by Section 4.2(j); (c) Grant any severance or termination pay to any employee, except (i) amend payments made in connection with the termination of employees in amounts consistent with Parent's policies and past practices or permit pursuant to written agreements outstanding, or policies existing, on the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) date hereof and as previously disclosed in writing to the Company or (ii) in connection with any acquisition or similar transaction that is not prohibited by Section 4.2(j); (d) Transfer or license to any person or entity or otherwise extend, amend, or modify any rights to Parent's Intellectual Property Rights or enter into grants of future patent rights, other than non-exclusive licenses in connection with the sale of goods or services entered into in the ordinary course of business consistent with past practices; (e) Commence any litigation other than (i) for the routine collection of bills, (ii) for software piracy, or (iii) in such cases where Parent Charter or in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of Parent's business, provided that Parent Bylaws in a manner that would adversely affect consults with the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timefiling of such a suit; (iif) adopt a plan of complete Declare, set aside, or partial liquidationpay any dividends on or make any other distributions (whether in cash, dissolutionsecurities, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not property) in violation respect of any instrument binding on of its capital stock, or split, combine, or reclassify any of its capital stock or issue or authorize the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk issuance of any delay other securities in the receipt respect of, in lieu of, or in substitution for shares of any approvals required under Section 6.1capital stock of Parent; (iiig) issuePurchase, grantredeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or its subsidiaries' capital stock except from former employees, directors, and consultants in accordance with agreements existing as of the date hereof previously disclosed in writing to the Company requiring the repurchase of shares in connection with any termination of service to Parent; (h) Issue, deliver, sell, pledgeor pledge or authorize or propose the issuance, dispose delivery, sale, or pledge of or encumber any (A) shares of its capital stock, (B) Parent Voting Debt stock of any class or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible or exchangeable into or exercisable or exchangeable for any shares of capital stock or voting securities offor, or equity interests insubscriptions, Parentrights, warrants, or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other securities, other than (1) the issuance of (i) shares of Parent Common Stock upon pursuant to the exercise, exercise or conversion of Parent stock options or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans warrants outstanding as of the date of this Agreement, (2ii) pursuant options to a Parent Stock Plan or (3) the issuance of purchase shares of Parent Common Stock or granted pursuant to the Parent Stock Option Plan, (iii) shares of Parent Common Stock issuable upon the exercise of the options referred to in clause (ii), and (iv) shares of Parent Common Stock and other securities of Parent issued or assumed in connection with bona fide acquisitions, mergers, strategic partnership transactions any acquisition or similar transactions permitted under clause (vi) belowtransaction that is not prohibited by Section 4.2(j); (ivi) declareCause, set asidepermit, or propose any amendments to Parent's Certificate of Incorporation or By-laws; (j) Acquire or agree to acquire, by merging or consolidating with, by purchasing any equity interest in or a material portion of the assets of or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Parent, or enter into any joint ventures, strategic partnerships, or alliances or purchase any distributors, except for transactions currently under discussion that have previously been disclosed to the Company in writing or transactions involving aggregate consideration of less than $10.0 million; (k) Sell, lease, license, encumber, or otherwise dispose of any of Parent's properties or assets which are material, individually or in the aggregate, to the business of Parent other than assets of Parent currently held for sale; (l) Incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants, calls, or other rights to acquire debt securities of Parent or guarantee any debt securities of others or enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of the foregoing; (m) Adopt or amend any employee benefit or stock purchase or option plan, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practices with employees who are terminable "at will"), pay any special bonus or special remuneration to any director or employee in excess of the amount accrued on the Parent Balance Sheet (and except as permitted in Section 4.2(c)), or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees, or consultants other than in the ordinary course of business consistent with past practice, or change in any material respect any management policies or procedures, in each case except in connection with any acquisition or similar transaction that is not prohibited by Section 4.2(j); (n) Revalue any of Parent's assets, including writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice or, except as required by GAAP, make any change in accounting methods, principles, or practices; (o) Pay, discharge, or satisfy in an amount in excess of $10,000 (in any one case) or $250,000 (in the aggregate) any claim, liability, or obligation (absolute, accrued, asserted, or unasserted, contingent or otherwise), other than a payment, discharge, or satisfaction in the ordinary course of business or as accrued on the Company Balance Sheet; (p) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Return or any amendment to a material Return (except as otherwise provided in this Section 4.2), enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (q) Make any capital expenditures in excess of $100,000 in the aggregate; (r) Modify, amend, or terminate any material contract or agreement to which Parent or any of its subsidiaries is a party or enter into any contract or agreement which provides for Parent to incur or pay any dividend amounts in excess of $25,000 over the life of such contract or agreement except in the ordinary course of business or in connection with any acquisition or similar transaction that is not prohibited by Section 4.2(j) and except for modifications or amendments that are necessary to facilitate the transactions contemplated by this Agreement; (s) Settle any material litigation or waive, release, or assign any material rights or claims thereunder; (t) Take any action that would be reasonably likely to interfere with the treatment of the Merger as a "reorganization" within the meaning of Section 368 of the Code; (u) Enter into, modify, amend, or cancel any development services, licensing, distribution, sales, sales representation, or other distribution, payable in cash, equity interests, property similar agreement or otherwise, obligation with respect to any of its capital stock or other equity interests, material Parent Intellectual Property Rights other than (A) any dividend or distribution by a Subsidiary such agreements entered into in the ordinary course of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, business consistent with record and payment dates in accordance with Parent’s customary dividend schedulepast practices; (v) adjustEngage in any action with the intent directly or indirectly to impact adversely any of the transactions contemplated by this Agreement, split including with respect to any "poison pill" or combine similar plan, agreement, or arrangement or any shares of its capital stock Takeover Statute; (w) Take any action that would (i) entitle any Person to any payment under any security, option, warrant, call, right, commitment, or other agreement relating to any equity interests securities of Parent or Merger Sub (except as permitted under this Section 4.2 or in the ordinary course of business) or (ii) result in an adjustment to the exercise price or number of shares issuable upon exercise of any security, option, warrant, call, right, commitment, or agreement of Parent or Merger Sub; or by inaction suffer any of the foregoing to occur when unilateral action by Parent (other than action involving termination of any options) could have prevented it, in each case except in connection with the cashless exercises any acquisition or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Planstransaction that is not prohibited by Section 4.2(j), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vix) Take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)(w) above or any action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Sections 6.1 or 6.2 not to be satisfied.

Conduct of Business of Parent. (a) Except for matters set forth Parent covenants and agrees that, during the period from the date hereof until the Effective Time, except (i) as expressly required by this Agreement, (ii) as required by applicable Law (including any Public Health Measures) or as otherwise taken in Section 5.2 good faith by the Company or any of its Subsidiaries in response to COVID-19 or (iii) unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to preserve substantially intact their respective business organizations and material assets, to keep available the services of its and its Subsidiaries’ current officers and key employees, to preserve their respective present relationships with material customers and material suppliers and comply in all material respects with all applicable Laws. (b) Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except (x) as expressly required by this Agreement, (y) as required by applicable Law (including any Public Health Measures), or (z) unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Parent Disclosure Letter shall not: (i) amend or otherwise expressly change its certificate of incorporation or bylaws or any similar governing instruments that would prevent, materially delay or materially impair the Merger or the other transactions contemplated by this Agreement; (ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the shares of Parent Common Stock; (iii) adjust, split, combine, redeem, reclassify, combine, subdivide or otherwise amend the terms of the shares of Parent Common Stock; (iv) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent; or (v) agree or authorize, in writing or otherwise, to take any of the foregoing actions. (c) From and after the date hereof and prior to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and except as may otherwise be required or permitted by applicable Law, required by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business Parent and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent Merger Sub agree that it shall not, and shall not permit directly or indirectly, make, or agree to make, any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment acquisition (whether by merger, amalgamation, scheme consolidation or acquisition of arrangement, consolidation stock or assets or otherwise) to the Parent Charter of any corporation, partnership or the Parent Bylaws in a manner other business, organization or division thereof that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in materially adversely affect or materially delay the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares ability of Parent Common Stock upon or Merger Sub to consummate the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)Merger.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of Pending the Merger. ------------------------------------------------ Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)and Holdings covenant and agree that, from the date of this Agreement to until the Effective Time or the date of date, if any, on which this Agreement is earlier terminated pursuant to Section 9.01 hereof, unless the termination of Company shall otherwise consent in writing or except as otherwise contemplated in this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith.: (ba) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and Holdings shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend their respective articles of incorporation or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws bylaws in a manner that would adversely affect be reasonably likely to have a Disparate Adverse Effect (as defined below), (ii) split, combine or reclassify the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into outstanding Parent Common Stock pursuant hereto or the outstanding Holdings Common Stock in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not be reasonably be expected likely to result in have a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; Disparate Adverse Effect or (iii) issuedeclare, grant, deliver, sell, pledge, dispose of set aside or encumber pay any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance dividend with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant respect to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, Holdings Common Stock payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend in cash or distribution by a Subsidiary of Parent to Parent property or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect be reasonably likely to have a Disparate Adverse Effect; (b) Parent, Holdings and the Parent Subsidiaries shall not enter into any new line of business that is not substantially related to existing or past businesses of Parent or the Parent Subsidiaries; (c) Parent, Holdings and the Parent Subsidiaries shall not acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any one manner, any business or any corporation, partnership, association or other business organization or division, or otherwise acquire or agree to acquire any assets of any person that (i) would violate Section 6.08(b) or (ii) is reasonably likely to materially delay or prevent the consummation of the Merger Financing or the Merger; and (d) Parent, Holdings and the Parent Subsidiaries shall not agree in writing or otherwise to take (i) any action that any of them is prohibited from taking by this Section 6.08 or (ii) any action that would affectconstitute or is likely to cause or result in a breach in any material respect of any covenant, following agreement, or representation or warranty of Parent or Holdings set forth herein. For purposes of this Section 6.08, a change, circumstance or event shall be deemed to have a "Disparate Adverse Effect" if the Effective Timeeffect thereof on the holders ------------------------ of Company Common Stock, after giving effect to the Merger, is less favorable, in any material respect, than the effect that such change, circumstance or event has on the holders of Company Holdings Common Stock whose shares may be converted into (after giving effect to the Davel/PhoneTel Merger Agreement) or Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)Stock.

Conduct of Business of Parent. (a) Except for matters set forth as contemplated by this Agreement, during the period from the date hereof to the Effective Time, Parent will, and will cause each of its subsidiaries to, conduct its operations in Section 5.2 the ordinary course of business consistent with past practice, and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, will keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the Parent Disclosure Letter or foregoing, except as otherwise expressly required or permitted by provided in this Agreement or by prior to the Effective Time, neither Parent nor any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with of its subsidiaries will, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from ): (a) knowingly take any action that would result in a failure to maintain the date trading of this Agreement to Parent Common Stock on the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith.NASDAQ National Market; (b) Without limiting adopt any amendments to its charter documents; (c) authorize for issuance, issue, sell, deliver or agree or commit to issue sell or deliver (whether through the generality issuance or granting of Section 5.2(aoptions, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights), except for matters set forth in Section 5.2 the issuance of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto to the provisions of this Agreement or pursuant to (i) previously granted stock options or stock options subsequently granted under plans currently in a manner different effect and (ii) previously granted warrants or not more than holders 200,000 shares of Parent Common Stock immediately prior pursuant to the Effective Timesubsequently granted warrants; (iid) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of subsidiaries; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or any of its subsidiaries (other than the Merger); (f) alter, through merger, liquidation, reorganization, except for restructuring or any merger or consolidation solely among wholly owned Subsidiaries other fashion, the corporate structure of Parent not in violation ownership of any instrument binding on subsidiary; (g) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the Parent Companies and that would not reasonably be expected to result accounting principles or practices used by it; (h) revalue in a any material increase respect any of its assets, including without limitation writing down the value of inventory or writing-off notes or accounts receivable other than in the net Tax ordinary course of business; (i) make any tax election or settle or compromise any income tax liability of the material to Parent Companies and its subsidiaries taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timewhole; or (vij) take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(iSECTIONS 4.2(a) through 5.2(b)(v)4.2(i) or any action that would make any of the representations or warranties of Parent contained in this Agreement materially untrue or incorrect.

Conduct of Business of Parent. Except (ai) Except for matters set forth as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 4.2 of the Parent Disclosure Letter or otherwise expressly Letter, (iii) as required or permitted by this Agreement law or by any financing arrangements entered into by any Parent Company in connection herewith a Governmental Entity of competent jurisdiction, or required by Law or with (iv) to the prior written consent of extent that the Company (which shall otherwise consent shall not be unreasonably withheldin writing, conditioned or delayed), during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this Agreement, as the case may beAgreement in accordance with its terms, Parent shall, shall and shall cause each of its the Parent Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries their operations in the usual, regular and ordinary course in substantially the same manner as previously conducted of business consistent with past practices and, (ii) to the extent consistent therewith, useand with no less diligence and effort than would be applied in the absence of this Agreement, and cause each seek to preserve intact its current business organizations, keep available the service of its Subsidiaries to use, reasonable best efforts to current key officers and key employees and preserve substantially intact its relationships with customers and suppliers with the business organization of intention that its goodwill and ongoing businesses shall be materially unimpaired at the Company and its Subsidiaries and goodwill associated therewith. (b) Effective Time. Without limiting the generality of Section 5.2(a)the foregoing, except for matters set forth (i) as otherwise permitted or contemplated by this Agreement, (ii) as disclosed in Section 5.2 4.2 of the Parent Disclosure Letter Letter, (iii) as required by law or as by a Governmental Entity of competent jurisdiction, or (iv) to the extent that the Company shall otherwise expressly required or permitted by this Agreementconsent in writing, during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this AgreementAgreement in accordance with its terms, as neither Parent nor any Parent Subsidiary will: (a) amend its Certificate or Articles of Incorporation (other than to increase the case may be, Parent shall not, and shall not permit any Subsidiary number of authorized shares of Parent to, do any of the following without the prior written consent of the Company Common Stock) or Bylaws (which consent shall not be unreasonably withheld, conditioned or delayed):other similar governing document); (ib) amend authorize for issuance, issue, sell, deliver or permit the adoption of any amendment agree or commit to issue sell or deliver (whether by mergerthrough the issuance or granting of options, amalgamationwarrants, scheme of arrangementcommitments, consolidation subscriptions, rights to purchase or otherwise) to the Parent Charter any stock of any class or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger any other securities (except bank loans) or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders equity equivalents (including any stock options or stock appreciation rights) except for issuances of Parent Common Stock immediately prior or securities convertible into shares of Parent Common Stock totaling, in the aggregate, not more than five percent (5%) of the total number of shares of Parent Common Stock outstanding on the date hereof, and except for the issuance and sale of Shares in connection with the Debenture Transaction or pursuant to the Effective TimeParent Derivatives and Parent Purchase Plans; (iic) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any Parent Subsidiary (other than the repurchase of restricted stock and cancellation of Parent Derivatives following termination of employment with or provision of services to Parent or any Parent Subsidiary); (d) adopt a plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iiie) issue, grant, deliver, sell, pledge, dispose of (i) incur or encumber assume any long-term or short-term debt or issue any debt securities except for (A) shares of capital stockindebtedness incurred in connection with the Debenture Transaction, (B) Parent Voting Debt or other voting securitiesborrowings under existing lines of credit in the ordinary course of business consistent with past practices, (C) borrowings, including refinancings of existing indebtedness of Parent Stock Equivalents and the Parent Subsidiaries, in the amounts described in Section 4.2(e) of the Parent Disclosure Letter on terms not materially less favorable to Parent than the terms described in Section 4.2(e) of the Parent Disclosure Letter, or (D) optionstrade payables arising in the ordinary course of business consistent with past practices; or (ii) mortgage or pledge any of its material properties or assets, warrants tangible or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities ofintangible, or equity interests increate or suffer to exist any material Lien thereupon except to secure indebtedness permitted under clause (i) of this Section 4.2(f); (f) sell, Parentlease, license or dispose of any assets or properties, including, without limitation Parent Intellectual Property, in any single transaction or series of related transactions having a fair market value in excess of Twenty-five Million Dollars ($25,000,000) in the aggregate, other than (1i) sales or licenses of its products in the issuance ordinary course of shares business consistent with past practices and (ii) sales of Parent Common Stock upon the exercise, conversion assets or vesting properties described in Section 4.2(f) of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowDisclosure Letter; (ivg) declareunless required by a change in applicable law or in United States generally accepted accounting principles, set asidechange any of the accounting principles, make practices or pay methods used by it; (h) acquire (by merger, consolidation or acquisition of stock or assets) any dividend corporation, limited liability company, partnership or other distribution, payable in cash, person or any division thereof or any equity interests, property or otherwise, with respect to any of its capital stock or other equity interestsinterest therein, other than (Ai) the acquisitions described in Section 4.2(h) of the Parent Disclosure Letter and (ii) any dividend acquisition or distribution by series of related acquisitions having a Subsidiary fair market value not in excess of Parent Twenty-five Million Dollars ($25,000,000) in the aggregate; (i) knowingly take any action that would result in a failure to Parent or to another wholly owned Subsidiary maintain the trading of Parent and (B) regular quarterly dividends in an amount per share of the Parent Common Stock no greater than on the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeNYSE; or (vij) take or agree to take, authorize, enter into any Contract obligating it to take, in writing or commit otherwise to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)4.2(i) or any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect. Notwithstanding the foregoing and any other provision of this Agreement, the Company shall not have the right to control or direct Parent's operations. Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Conduct of Business of Parent. Except (ai) Except for matters set forth as expressly contemplated by this Agreement, (ii) as described in Section 5.2 4.2 of the Parent Disclosure Letter Schedule, or (iii) to the extent that Company shall otherwise expressly required consent in writing (such consent or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written declination to consent of the Company (which consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date hereof to earlier of this Agreement to the Effective Time or the date of and the termination of this AgreementAgreement in accordance with its terms, as prior to the case may beEffective Time, Parent shalland its subsidiaries shall collectively conduct their operations in the ordinary course of business consistent with past practices, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the foregoing neither Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):nor Acquisition will: (i) amend its Certificate of Incorporation or permit the adoption of any amendment bylaws (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwiseother similar governing instrument) to the Parent Charter or the Parent Bylaws in a manner that would reasonably be likely to adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeStock; (ii) adopt pay or set a plan of complete record date prior to the Effective Date relating to any extraordinary dividend or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1extraordinary distribution; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber knowingly take any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares action that would result in a failure to maintain trading of Parent Common Stock upon on the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowNasdaq National Market; (iv) declare, set aside, fail to make in a timely manner any filings with the SEC required under the Securities Act or pay any dividend the Exchange Act or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent the rules and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleregulations promulgated thereunder; (v) adjustacquire (by merger, split consolidation or combine any shares acquisition of its capital stock or assets) any corporation, partnership or other person or division or business unit thereof or any equity interests interest therein if such acquisition (except A) would be deemed to be a significant acquisition as defined in connection Rule 11-01(b)(1) of Regulation S-X, or (B) would create a substantial risk of delay in the termination or expiration of any waiting period applicable to the Merger under the HSR Act, provided that the limitations contained in this clause (B) shall not apply to any transaction closing after the termination or expiration of any waiting period applicable to the Merger under the HSR Act; (vi) engage in any action with the cashless exercises intent to directly or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as indirectly adversely impact any of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timetransactions contemplated by this Agreement; or (vivii) take or agree to take, authorize, enter into any Contract obligating it to take, in writing or commit otherwise to take any of the actions described in Sections 5.2(b)(i4.1(b)(i) through 5.2(b)(v4.1(b)(vi) (and it shall use all reasonable efforts not to take any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect).

Conduct of Business of Parent. (a) Except with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), for matters set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Law, from the date of this Agreement to until the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, use reasonable best efforts to preserve substantially intact its business organization, maintain all material Permits, keep available the services of its current officers and key employees and preserve intact its goodwill and ongoing business organization of the Company relationships with customers, suppliers, licensors, licensees and its Subsidiaries and goodwill associated therewithothers having business dealings with them. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementAgreement or by any financing arrangements entered into by Parent in connection herewith or required by Law, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shall not, and shall not permit any Parent Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the charter or bylaws of Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, Subsequent Merger or affect the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto at the Effective Time in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Parent Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of Parent capital stock or voting securities of, or equity interests in, Parent, other than (1x) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting exercise of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2y) pursuant to a Parent Stock Plan or (3z) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interestsstock, property or otherwise, with respect to any of its capital stock or other equity interests, interests other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31September 30, 20182016, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split split, combine, redeem, repurchase or combine otherwise acquire any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to and in accordance with their terms under the Parent Stock PlansPlans as of the date hereof), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would reasonably be expected to adversely affect the consummation ability of the parties hereto to consummate the Merger or would affect, following the Effective Time, Subsequent Merger or affect the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto at the Effective Time in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or; (vi) (A) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any material assets other than (1) pursuant to contracts or commitments in existence as of the date of this Agreement, (2) acquisitions of supplies in the ordinary course of business consistent with past practice or (3) acquisitions with a purchase price (including assumed indebtedness) exceeding $100,000,000 in the aggregate, provided that such acquisitions would not reasonably be expected to impede or delay the satisfaction of the conditions to or the consummation of the Closing or (B) sell, lease, exchange, mortgage, pledge, transfer, subject to any Lien (other than Permitted Liens) or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any material assets that are not Parent Intellectual Property, other than (1) pursuant to contracts or commitments in existence as of the date of this Agreement, (2) sales of obsolete equipment in the ordinary course of business, (3) sales or dispositions of inventory in the ordinary course of business or (4) dispositions of assets in any transaction or series of related transactions with an aggregate fair market value not exceeding $100,000,000; (vii) take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken (including any action or failure to act otherwise permitted by this Section 5.2(b)) that would prevent the Merger and the Subsequent Merger, taken together, from constituting a tax-free reorganization under Section 368(a) and related provisions of the Code; (viii) enter into any material joint venture or similar partnership arrangement; or (ix) agree to taketo, authorize, or enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v5.2(b)(viii).

Conduct of Business of Parent. (a) Except with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), for matters set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Law, from the date of this Agreement to until the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, use reasonable best efforts to preserve substantially intact its business organization, maintain all material Permits, keep available the services of its current officers and key employees and preserve intact its goodwill and ongoing business organization of the Company relationships with customers, suppliers, licensors, licensees and its Subsidiaries and goodwill associated therewithothers having business dealings with them. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementAgreement or by any financing arrangements entered into by Parent in connection herewith or required by Law, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shall not, and shall not permit any Parent Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the charter or bylaws of Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, Subsequent Merger or affect the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto at the Effective Time in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Parent Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of Parent capital stock or voting securities of, or equity interests in, Parent, other than (1x) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting exercise of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2y) pursuant to a Parent Stock Plan or (3z) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interestsstock, property or otherwise, with respect to any of its capital stock or other equity interests, interests other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31September 30, 20182016, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split split, combine, redeem, repurchase or combine otherwise acquire any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to and in accordance with their terms under the Parent Stock PlansPlans as of the date hereof), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would reasonably be expected to adversely affect the consummation ability of the parties hereto to consummate the Merger or would affect, following the Effective Time, Subsequent Merger or affect the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto at the Effective Time in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (vi) (A) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any material assets other than (1) pursuant to contracts or commitments in existence as of the date of this Agreement, (2) acquisitions of supplies in the ordinary course of business consistent with past practice or (3) acquisitions with a purchase price (including assumed indebtedness) exceeding $100,000,000 in the aggregate, provided that such acquisitions would not reasonably be expected to impede or delay the satisfaction of the conditions to or the consummation of the Closing or (B) sell, lease, exchange, mortgage, pledge, transfer, subject to any Lien (other than Permitted Liens) or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any material assets that are not Parent Intellectual Property, other than (1) pursuant to contracts or commitments in existence as of the date of this Agreement, (2) sales of obsolete equipment in the ordinary course of business, (3) sales or dispositions of inventory in the ordinary course of business or (4) dispositions of assets in any transaction or series of related transactions with an aggregate fair market value not exceeding $100,000,000; (vii) take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken (including any action or failure to act otherwise permitted by this Section 5.2(b)) that would prevent the Merger and the Subsequent Merger, taken together, from constituting a tax-free reorganization under Section 368(a) and related provisions of the Code; (viii) enter into any material joint venture or similar partnership arrangement; or (viix) agree to taketo, authorize, or enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v5.2(b)(viii).

Conduct of Business of Parent. Except as contemplated by this Agreement, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Parent shall, and shall cause its Subsidiaries to, except as consented to in writing by the Company, (ai) Except conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to (A) preserve substantially intact its business organization and preserve its present commercial relationships with customers, suppliers, research partners and other third parties and (B) retain the services of its key employees and (iii) maintain in effect all material permits necessary for matters the lawful conduct of their respective businesses. Without limiting the generality of the foregoing, from the date hereof until the earlier of the Closing Date and the End Date, except as otherwise required by this Agreement (including any action set forth in Section 5.2 of the Parent Disclosure Letter Schedules) or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or as required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beapplicable Law, Parent shallshall not, and shall cause each of its Subsidiaries tonot to do any of the following: (a) amend or otherwise change the Governing Documents of Parent or any of its Subsidiaries; provided, however, that Parent may make any such amendment or change for the purpose of consummating any of the transactions contemplated by this Agreement, including transactions in connection with the Parent Equity Offering, as required by Section 6.8; (b) (i) use reasonable best efforts to conduct its business and declare, set aside or pay any extraordinary dividend or distribution in respect of the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted andParent Common Stock split, (ii) to combine or reclassify the extent consistent therewithParent Common Stock or (iii) redeem, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization purchase or otherwise acquire any outstanding shares of the capital stock of Parent unless, in each case, Parent shall also equitably adjust the Merger Consideration to provide holders of Company Preferred Stock and its Subsidiaries and goodwill associated therewith.Company Common Stock with the same economic effect as though the Merger Consideration had been issued to such holders on the date immediately preceding such action; (bc) Without limiting the generality of Section 5.2(a), except for matters as set forth in on Section 5.2 5.2(c) of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementSchedules, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit issue any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) additional shares of capital stock, except (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxesi) pursuant to the vesting or exercise, as the case may be, exercise of Parent Stock Awards or other equity awards of Parent stock options outstanding as of the date hereof or issued by Parent pursuant to Parent’s equity compensation plans in the ordinary course of business and the establishment of 2012 and 2013 target equity awards in the ordinary course of business, (ii) in connection with in-licensing transactions contemplated by Section 5.2(f) below or (iii) for the purpose of consummating the transactions contemplated by this Agreement, including transactions in connection with the Parent Equity Offering, as required by Section 6.8; (d) except as set forth on Section 5.2(d) of the Parent Disclosure Schedules, sell or offer to sell shares of Parent Common Stock Planspursuant to Parent’s currently effective shelf registration statement on Form S-3 (a “Shelf Registration Statement”) or file a new Shelf Registration Statement with the SEC; provided, however, that Parent may offer and sell Parent Common Stock on one or more Shelf Registration Statements that Parent prepares and files or has prepared and filed, with the SEC, in each case for the purpose of consummating the transactions contemplated by this Agreement, including transactions in connection with the Parent Equity Offering, as required by Section 6.8; (e) (i) make or offer to make any acquisition, by means of a merger or otherwise, of any material business or securities conveying control of a material business (other than in connection with in-licensing transactions contemplated by Section 5.2(f) below), or reclassify(ii) sell, combinelease, splitlicense, subdivide transfer or otherwise amend dispose of (by merger, consolidation or sale of stock or assets or otherwise) any material business or securities conveying control of a material business, except pursuant to existing contracts or commitments for the sale or purchase of goods in the ordinary course of business consistent with past practice; (f) make, grant, offer or agree to any license or sublicense of Owned Intellectual Property or any Intellectual Property derived from or related to Owned Intellectual Property, in each case except to a Subsidiary of Parent; (g) enter into any in-licensing transactions; provided, however, that Parent may enter into in-licensing transactions within the parameters set forth in Annex B so long as Parent informs the Company of the terms of such transactions prior to entering into such transaction and provides the Company with a copy of the executed agreements describing such transactions; (h) incur any Indebtedness (other than (i) borrowings under the Company’s existing credit facilities, (ii) borrowings in connection with a licensing transaction described in the Parent Disclosure Schedules, and (iii) other performance bonds or letters of credit, in each case entered into in the ordinary course of business consistent with past practice); (i) make any change in any method of accounting other than those required by changes in Accounting Principles or by a Governmental Entity; (j) except in the ordinary course of business with respect to Parent’s existing relationships with third parties, including Parent’s relationships with its partners, customers and suppliers, materially amend, waive, fail to enforce, assign or terminate any Parent Material Contract or enter into a written contract that would be a Parent Material Contract if entered into prior to the date hereof (except as contemplated under Section 5.2(f) above); (k) authorize or make any capital stock expenditures in excess of $1,000,000; (l) enter into any new line of business outside of its existing business segment; (m) enter into any settlement or release with respect to any material claim relating to the business of the Company; (i) except in the ordinary course of business consistent with past practice (A) make, change or revoke any income Tax election, or (B) extend or waive the period of limitations for the payment or assessment of any material Tax of the Company or any of its Subsidiaries, (ii) settle or compromise any income Tax claim, audit or dispute or any other equity interestsmaterial Tax claim, audit or dispute, (iii) file any amended income Tax Return, (iv) obtain any ruling with respect to Taxes or enter into any agreement with respect to the voting any taxing authority, (v) make or surrender any claim for a refund of Taxes or (vi) change any method of Parent’s capital stock, in each case in a manner reporting income or deductions for Tax purposes; (o) take any action that would adversely affect reasonably be expected to impair or materially delay the consummation Company’s performance of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeits obligations under this Agreement; or (vip) agree to take, authorize, enter into any Contract obligating it to takeauthorize any, or commit or agree to take any any, of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing actions.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of During the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to and continuing until the Effective Time or the date earlier of the termination of this Agreement, as Agreement pursuant to its terms and the case may beEffective Time, Parent shall, (which for the purposes of this Section 4.2 shall include Parent and shall cause each of its Subsidiaries tosubsidiaries) agrees, (i) use reasonable best efforts except as expressly contemplated by this Agreement or to conduct the extent that the Company shall otherwise consent in writing, to carry on its business and the business of its Subsidiaries in the usual, regular regular, and ordinary course course, in substantially the same manner as previously conducted andheretofore conducted, (ii) 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 other material obligations when due, and to use all reasonable efforts consistent with past practices and policies to preserve intact Parent's present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with Parent, to the extent consistent therewith, use, end that Parent's goodwill and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact ongoing businesses shall not be impaired in any material respect at the business organization of Effective Time. Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of business of Parent and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of will not enter into or amend any agreement or take any action which reasonably would be expected to have a Material Adverse Effect on Parent. Except as expressly contemplated by this Agreement or in compliance with Section 5.2(a5.3(b), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement shall not prior to the Effective Time or the date of the earlier termination of this AgreementAgreement pursuant to its terms, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (Company, which consent shall will not be unreasonably withheld: (a) Waive any stock repurchase rights, conditioned accelerate, amend, or delayed):change the period of exercisability of options or repurchase of restricted stock, or reprice options granted under the employee stock plans of Parent, or authorize cash payments in exchange for any options granted under any of such plans, or by inaction suffer any of the foregoing to occur when unilateral action by Parent (other than action involving termination of such options) could have prevented it, all unless otherwise expressly required pursuant to the terms of the Parent Stock Option Plan, or take any such action (or by inaction suffer such to occur when unilateral action by Parent could have prevented it) with regard to any warrant or other right to acquire capital stock of Parent; (b) Enter into partnership arrangements, joint development agreements, or strategic alliances; (c) Grant any severance or termination pay (i) amend to any executive officer or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwiseii) to any other employee, except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Parent's policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the Company or pursuant to written agreements consistent with Parent's past practices under similar circumstances; (d) Transfer or license to any person or entity or otherwise extend, amend, or modify any rights to Parent's Intellectual Property Rights or enter into grants of future patent rights, other than non-exclusive licenses in connection with the sale of goods or services entered into in the ordinary course of business consistent with past practices; (e) Commence any litigation other than (i) for the routine collection of bills, (ii) for software piracy, or (iii) in such cases where Parent Charter or in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of Parent's business, provided that Parent Bylaws in a manner that would adversely affect consults with the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timefiling of such a suit; (iif) adopt a plan of complete Declare, set aside, or partial liquidationpay any dividends on or make any other distributions (whether in cash, dissolutionsecurities, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not property) in violation respect of any instrument binding on of its capital stock, or split, combine, or reclassify any of its capital stock or issue or authorize the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk issuance of any delay other securities in the receipt respect of, in lieu of, or in substitution for shares of any approvals required under Section 6.1capital stock of Parent; (iiig) issuePurchase, grantredeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or its subsidiaries' capital stock except from former employees, directors, and consultants in accordance with agreements existing as of the date hereof requiring the repurchase of shares in connection with any termination of service to Parent; (h) Issue, deliver, sell, or pledge, dispose or authorize or propose the issuance, delivery, sale, or pledge of or encumber any (A) shares of its capital stock, (B) Parent Voting Debt stock of any class or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible or exchangeable into or exercisable or exchangeable for any shares of capital stock or voting securities offor, or equity interests insubscriptions, Parentrights, warrants, or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other securities, other than (1) the issuance of (i) shares of Parent Common Stock upon pursuant to the exercise, conversion exercise of Parent stock options or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans warrants outstanding as of the date of this Agreement, (2ii) pursuant options to a Parent Stock Plan or (3) the issuance of purchase shares of Parent Common Stock granted to new employees in the ordinary course of business consistent with past practice, (iii) shares of Parent Common Stock issuable upon the exercise of the options referred to in clause (ii), and (iv) the Parent Rights (and shares of the Parent's Class One Preferred Stock upon the exercise thereof) in accordance with the terms of the Parent Rights Plan as in effect on the date hereof; (i) Cause, permit, or propose any amendments to Parent's Articles of Organization or By-laws or other charter documents or similar governing instruments of any of its subsidiaries; (j) Acquire or agree to acquire, by merging or consolidating with, by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Parent, or enter into any joint ventures, strategic partnerships, or alliances or purchase any distributors; (k) Sell, lease, license, encumber, or otherwise dispose of any of Parent's properties or assets which are material, individually or in the aggregate, to the business of Parent; (l) Incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants, calls, or other rights to acquire debt securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowguarantee any debt securities of others or enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of the foregoing; (ivm) declareAdopt or amend any employee benefit or stock purchase or option plan or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practices with employees who are terminable "at will"), set asidepay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees, or consultants other than in the ordinary course of business consistent with past practice or change in any material respect any management policies or procedures; (n) Revalue any of Parent's assets, including writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practices or, except as required by GAAP, make any change in accounting methods, principles or practices; (o) Pay, discharge or satisfy in an amount in excess of $10,000 (in any one case) or $25,000 (in the aggregate), any claim, liability, or obligation (absolute, accrued, asserted, or unasserted, contingent or otherwise), other than (i) the payment, discharge, or satisfaction in the ordinary course of business and (ii) payments to Agilent and Phoenix relating to capital leases under the terms and conditions described to the Company by Parent; (p) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Return or any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes ; (q) Make any capital expenditures outside the ordinary course of business or in excess of $100,000 in the aggregate; (r) Modify, amend, or terminate any material contract or agreement to which Parent or any of its subsidiaries is a party or enter into any contract or agreement which provides for Parent to incur or pay any dividend amounts in excess of $25,000 over the life of such contract or agreement; (s) Settle any material litigation or waive, release, or assign any material rights or claims thereunder; (t) Take any action that would be reasonably likely to interfere with the treatment of the Merger as a "reorganization" within the meaning of Section 368 of the Code; (u) Enter into, modify, amend, or cancel any development services, licensing, distribution, sales, sales representation, or other distribution, payable in cash, equity interests, property similar agreement or otherwise, obligation with respect to any of its capital stock or other equity interests, material Parent Intellectual Property Rights other than (A) any dividend or distribution by a Subsidiary such agreements entered into in the ordinary course of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, business consistent with record and payment dates in accordance with Parent’s customary dividend schedulepast practices; (v) adjustExcept as otherwise contemplated by Sections 3.22 and 5.17, split redeem the Parent Rights or combine amend or terminate the Parent Rights Plan; (w) Engage in any shares of its capital stock or other equity interests (except in connection action with the cashless exercises intent directly or similar transactions (including withholding of Taxes) pursuant indirectly to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as impact adversely any of the date hereof or issued pursuant to Parent Stock Plans)transactions contemplated by this Agreement, or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement including with respect to the voting Parent Rights Plan, or with respect to any other "poison pill" or similar plan, agreement or arrangement, or any Takeover Statute; (x) Take any action that would (i) entitle any Person to any payment under any security, option, warrant, call, right, commitment, or other agreement relating to any equity securities of Parent, or (ii) result in an adjustment to the exercise price or number of shares issuable upon exercise of any security, option, warrant, call, right, commitment, or agreement of Parent’s capital stock, in each case in a manner that would adversely affect the consummation ; or by inaction suffer any of the Merger or would affect, following the Effective Time, the holders foregoing to occur when unilateral action by Parent (other than action involving termination of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeany options) could have prevented it; or (viy) Take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)(x) above, or any action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Section 6.1 not to be satisfied.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 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, Parent Disclosure Letter or otherwise (which for the purposes of this Section 4.2 shall include Parent and each of its subsidiaries) agrees, except as expressly required contemplated or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with to the prior written consent of extent that the Company (which shall otherwise consent shall not be unreasonably withheldin writing, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct carry on its business and the business of its Subsidiaries in the usual, regular regular, and ordinary course course, in substantially the same manner as previously heretofore conducted andand in compliance in all material respects with all applicable laws and regulations, (ii) to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and to use all reasonable efforts consistent with past practices and policies to preserve intact Parent's present business organizations, keep available the services of its present officers and employees, and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with Parent, to the extent consistent therewith, useend that Parent's goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time. Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of business of Parent, and cause each of its Subsidiaries will not enter into or amend any agreement or take any action which reasonably would be expected to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of have a Material Adverse Effect on Parent. Except as expressly contemplated by this Agreement or in compliance with Section 5.2(a5.4(b), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement shall not prior to the Effective Time or the date of the earlier termination of this AgreementAgreement pursuant to its terms, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld: (a) Waive any stock repurchase rights, conditioned accelerate, amend, or delayed):change the period of exercisability of options or repurchase of restricted stock, or reprice options granted under the employee stock plans of Parent or authorize cash payments in exchange for any options granted under any of such plans, or by inaction suffer any of the foregoing to occur when unilateral action by Parent (other than action involving termination of such options) could have prevented it, all unless otherwise expressly required pursuant to the terms of the Parent Stock Option Plan, or take any such action (or by inaction suffer such to occur when unilateral action by Parent could have prevented it) with regard to any warrant or other right to acquire capital stock of Parent; (b) Enter into partnership arrangements, joint development agreements, or strategic alliances; (c) Grant any severance or termination pay (i) amend to any executive officer or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwiseii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Parent's policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the Company; (d) Transfer or license to any person or entity or otherwise extend, amend, or modify any rights to Parent's Intellectual Property Rights or enter into grants of future patent rights, other than non-exclusive licenses in connection with the sale of goods or services entered into in the ordinary course of business consistent with past practices; (e) Commence any litigation other than (i) for the routine collection of bills, (ii) for software piracy, or (iii) in such cases where Parent Charter or in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of Parent's business, provided that Parent Bylaws in a manner that would adversely affect consults with the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timefiling of such a suit; (iif) adopt a plan of complete Declare, set aside, or partial liquidationpay any dividends on or make any other distributions (whether in cash, dissolutionsecurities, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not property) in violation respect of any instrument binding on of its capital stock, or split, combine, or reclassify any of its capital stock or issue or authorize the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk issuance of any delay other securities in the receipt respect of, in lieu of, or in substitution for shares of any approvals required under Section 6.1capital stock of Parent; (iiig) issuePurchase, grantredeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or its subsidiaries' capital stock except from former employees, directors, and consultants in accordance with agreements existing as of the date hereof requiring the repurchase of shares in connection with any termination of service to Parent; (h) Issue, deliver, sell, pledgeor pledge or authorize or propose the issuance, dispose delivery, sale, or pledge of or encumber any (A) shares of its capital stock, (B) Parent Voting Debt stock of any class or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible or exchangeable into or exercisable or exchangeable for any shares of capital stock or voting securities offor, or equity interests insubscriptions, Parentrights, warrants, or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other securities, other than (1) the issuance of (i) shares of Parent Common Stock upon pursuant to the exercise, exercise or conversion of Parent stock options or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans warrants outstanding as of the date of this Agreement, (2ii) pursuant options to a Parent Stock Plan or (3) the issuance of purchase shares of Parent Common Stock or other securities of granted pursuant to the Parent in connection with bona fide acquisitionsStock Option Plan, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (Biii) regular quarterly dividends in an amount per share shares of Parent Common Stock no greater than issuable upon the quarterly dividend declared and exercise of the options referred to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleclause (ii); (vi) adjustCause, split permit, or combine propose any shares amendments to Parent's Certificate of its capital stock Incorporation or By-laws; (j) Acquire or agree to acquire, by merging or consolidating with, by purchasing any equity interest in or a material portion of the assets of or by any other manner, any business or any corporation, partnership, association, or other equity interests (except business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant aggregate, to the vesting or exercise, as the case may be, business of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interestsParent, or enter into any agreement with respect to the voting joint ventures, strategic partnerships, or alliances or purchase any distributors; (k) Sell, lease, license, encumber, or otherwise dispose of any of Parent’s capital stock's properties or assets which are material, individually or in each case the aggregate, to the business of Parent; (l) Incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities in a manner that would adversely affect the consummation ordinary course of the Merger business) or would affectguarantee any such indebtedness or issue or sell any debt securities or warrants, following the Effective Timecalls, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders or other rights to acquire debt securities of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, or guarantee any debt securities of others or enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)."keep well"

Conduct of Business of Parent. Except (ai) Except for matters set forth as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with (iii) to the prior written consent of extent that the Company (which shall otherwise consent shall not be unreasonably withheldin writing, conditioned or delayed), during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this Agreement, as the case may beAgreement in accordance with its terms, Parent shall, shall and shall cause each of its Subsidiaries to, (i) use reasonable best efforts subsidiaries to conduct its business and the business of its Subsidiaries their operations in the usual, regular and ordinary course in substantially the same manner as previously conducted of business consistent with past practices and, (ii) to the extent consistent therewith, useand with no less diligence and effort than would be applied in the absence of this Agreement, and cause each seek to preserve intact its current business organizations, keep available the service of its Subsidiaries to use, reasonable best efforts to current key officers and key employees and preserve substantially intact its relationships with customers and suppliers with the business organization of intention that its goodwill and ongoing businesses shall be materially unimpaired at the Company and its Subsidiaries and goodwill associated therewith. (b) Effective Time. Without limiting the generality of Section 5.2(a)the foregoing, except for matters set forth (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 of the Parent Disclosure Letter or as (iii) to the extent that the Company shall otherwise expressly required or permitted by this Agreementconsent in writing, during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this AgreementAgreement in accordance with its terms, as the case may be, neither Parent shall not, and shall not permit any Subsidiary of Parent to, do nor any of the following its subsidiaries will, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):Company: (ia) amend its Certificate or permit Articles of Incorporation (other than to increase the adoption number of authorized shares of Parent Common Stock) or bylaws (or other similar governing document); (b) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any amendment subsidiary of Parent (whether by merger, amalgamation, scheme other than the repurchase of arrangement, consolidation restricted stock and cancellation of securities following termination of employment with or otherwiseprovision of services to Parent or any of its subsidiaries); (c) to the Parent Charter or the Parent Bylaws knowingly take any action that would result in a manner that would adversely affect failure to maintain the consummation trading of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to on the Effective TimeNYSE; (iid) adopt or propose to adopt any amendments to its charter documents that would materially impair or adversely effect the ability of Parent to consummate the transactions contemplated by this Agreement; (e) adopt a plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization ; (f) take or other reorganizationpermit any of its affiliates to take any action that would prevent the Offer and the Merger together from qualifying as a reorganization under the provisions of Section 368(a) of the Code; or (g) (i) incur or assume any long-term or short-term debt or issue any debt securities in an amount in excess of One Hundred Million Dollars ($100,000,000), except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares borrowings under existing lines of capital stockcredit in the ordinary course of business consistent with past practices, (B) borrowings, including refinancings of existing indebtedness of Parent Voting Debt and its subsidiaries, in the amounts described in Section 5.2(g) of the Parent Disclosure Letter on terms not materially less favorable to Parent than the terms described in Section 5.2(g) of the Parent Disclosure Letter or other voting securities, (C) Parent Stock Equivalents trade payables arising in the ordinary course of business consistent with past practices; or (Dii) optionsmortgage or pledge any of its material properties or assets, warrants tangible or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities ofintangible, or equity interests increate or suffer to exist any material Lien thereupon except to secure indebtedness permitted under clause (i) of this Section 5.2(g); (h) sell, Parentlease, license or dispose of any assets or properties in any single transaction or series of related transactions having a fair market value in excess of Fifty Million Dollars ($50,000,000) in the aggregate, other than (1i) sales or licenses of its products in the ordinary course of business consistent with past practices and (ii) sales of assets or properties described in Section 5.2(i) of the Parent Disclosure Letter; (i) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including any stock options or stock appreciation rights), except for issuances of Parent Common Stock or securities convertible into shares of Parent Common Stock totaling, in the aggregate, not more than 10% of the total number of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of outstanding on the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowhereof; (ivj) declareunless required by a change in applicable law or GAAP, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to change any of its capital stock the accounting principles, practices or other equity interests, other than (A) any dividend or distribution methods used by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleit; (vk) adjust, split take or combine any shares of its capital stock or other equity interests (except agree in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide writing or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i5.2(a) through 5.2(b)(v)5.2(j) or any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect in any material respect. Notwithstanding the foregoing and any other provision of this Agreement, the Company shall not have the right to control or direct Parent's operations. Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 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, Parent Disclosure Letter or otherwise (which for the purposes of this Section 4.2 shall include Parent and each of its subsidiaries) agrees, except as expressly required contemplated or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with to the prior written consent of extent that the Company (which shall otherwise consent shall not be unreasonably withheldin writing, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct carry on its business and the business of its Subsidiaries in the usual, regular regular, and ordinary course course, in substantially the same manner as previously heretofore conducted andand in compliance in all material respects with all applicable laws and regulations, (ii) to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and to use all reasonable efforts consistent with past practices and policies to preserve intact Parent's present business organizations, keep available the services of its present officers and employees, and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with Parent, to the extent consistent therewith, useend that Parent's goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time. Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of business of Parent, and cause each of its Subsidiaries will not enter into or amend any agreement or take any action which reasonably would be expected to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of have a Material Adverse Effect on Parent. Except as expressly contemplated by this Agreement or in compliance with Section 5.2(a5.4(b), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement shall not prior to the Effective Time or the date of the earlier termination of this AgreementAgreement pursuant to its terms, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld: (a) Waive any stock repurchase rights, conditioned accelerate, amend, or delayed):change the period of exercisability of options or repurchase of restricted stock, or reprice options granted under the employee stock plans of Parent or authorize cash payments in exchange for any options granted under any of such plans, or by inaction suffer any of the foregoing to occur when unilateral action by Parent (other than action involving termination of such options) could have prevented it, all unless otherwise expressly required pursuant to the terms of the Parent Stock Option Plan, or take any such action (or by inaction suffer such to occur when unilateral action by Parent could have prevented it) with regard to any warrant or other right to acquire capital stock of Parent; (b) Enter into partnership arrangements, joint development agreements, or strategic alliances; (c) Grant any severance or termination pay (i) amend to any executive officer or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (employee except payments made in connection with the cashless exercises termination of employees who are not executive officers in amounts consistent with Parent's policies and past practices or similar transactions (including withholding of Taxes) pursuant to the vesting written agreements outstanding, or exercisepolicies existing, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of on the date hereof and as previously disclosed in writing to the Company; (d) Transfer or issued pursuant license to Parent Stock Plans)any person or entity or otherwise extend, amend, or reclassify, combine, split, subdivide modify any rights to Parent's Intellectual Property Rights or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v).enter

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 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, Parent Disclosure Letter or otherwise (which for the purposes of this Section 4.2 shall include Parent and each of its subsidiaries) agrees, except as expressly required contemplated or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with to the prior written consent of extent that the Company (which shall otherwise consent shall not be unreasonably withheldin writing, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct carry on its business and the business of its Subsidiaries in the usual, regular regular, and ordinary course course, in substantially the same manner as previously heretofore conducted andand in compliance in all material respects with all applicable laws and regulations, (ii) to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due, and to use all reasonable efforts consistent with past practices and policies to preserve intact Parent's present business organizations, keep available the services of its present officers and employees, and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with Parent, to the extent consistent therewith, useend that Parent's goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time. Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of business of Parent, and cause each of its Subsidiaries will not enter into or amend any agreement or take any action which reasonably would be expected to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of have a Material Adverse Effect on Parent. Except as expressly contemplated by this Agreement or in compliance with Section 5.2(a5.4(b), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement shall not prior to the Effective Time or the date of the earlier termination of this AgreementAgreement pursuant to its terms, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld: (a) Waive any stock repurchase rights, conditioned accelerate, amend, or delayed):change the period of exercisability of options or repurchase of restricted stock, or reprice options granted under the employee stock plans of Parent or authorize cash payments in exchange for any options granted under any of such plans, or by inaction suffer any of the foregoing to occur when unilateral action by Parent (other than action involving termination of such options) could have prevented it, all unless otherwise expressly required pursuant to the terms of the Parent Stock Option Plan, or take any such action (or by inaction suffer such to occur when unilateral action by Parent could have prevented it) with regard to any warrant or other right to acquire capital stock of Parent; (b) Enter into partnership arrangements, joint development agreements, or strategic alliances; (c) Grant any severance or termination pay (i) amend to any executive officer or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwiseii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Parent's policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the Company; (d) Transfer or license to any person or entity or otherwise extend, amend, or modify any rights to Parent's Intellectual Property Rights or enter into grants of future patent rights, other than non-exclusive licenses in connection with the sale of goods or services entered into in the ordinary course of business consistent with past practices; (e) Commence any litigation other than (i) for the routine collection of bills, (ii) for software piracy, or (iii) in such cases where Parent Charter or in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of Parent's business, provided that Parent Bylaws in a manner that would adversely affect consults with the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timefiling of such a suit; (iif) adopt a plan of complete Declare, set aside, or partial liquidationpay any dividends on or make any other distributions (whether in cash, dissolutionsecurities, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not property) in violation respect of any instrument binding on of its capital stock, or split, combine, or reclassify any of its capital stock or issue or authorize the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk issuance of any delay other securities in the receipt respect of, in lieu of, or in substitution for shares of any approvals required under Section 6.1capital stock of Parent; (iiig) issuePurchase, grantredeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or its subsidiaries' capital stock except from former employees, directors, and consultants in accordance with agreements existing as of the date hereof requiring the repurchase of shares in connection with any termination of service to Parent; (h) Issue, deliver, sell, pledgeor pledge or authorize or propose the issuance, dispose delivery, sale, or pledge of or encumber any (A) shares of its capital stock, (B) Parent Voting Debt stock of any class or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible or exchangeable into or exercisable or exchangeable for any shares of capital stock or voting securities offor, or equity interests insubscriptions, Parentrights, warrants, or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other securities, other than (1) the issuance of (i) shares of Parent Common Stock upon pursuant to the exercise, exercise or conversion of Parent stock options or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans warrants outstanding as of the date of this Agreement, (2ii) pursuant options to a Parent Stock Plan or (3) the issuance of purchase shares of Parent Common Stock granted pursuant to the Parent Stock Option Plan, and (iii) shares of Parent Common Stock issuable upon the exercise of the options referred to in clause (ii); (i) Cause, permit, or propose any amendments to Parent's Certificate of Incorporation or By-laws; (j) Acquire or agree to acquire, by merging or consolidating with, by purchasing any equity interest in or a material portion of the assets of or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Parent, or enter into any joint ventures, strategic partnerships, or alliances or purchase any distributors; (k) Sell, lease, license, encumber, or otherwise dispose of any of Parent's properties or assets which are material, individually or in the aggregate, to the business of Parent; (l) Incur any indebtedness for borrowed money (other than ordinary course trade payables or pursuant to existing credit facilities in the ordinary course of business) or guarantee any such indebtedness or issue or sell any debt securities or warrants, calls, or other rights to acquire debt securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowguarantee any debt securities of others or enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of the foregoing; (ivm) declareAdopt or amend any employee benefit or stock purchase or option plan, set asideor enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practices with employees who are terminable "at will"), pay any special bonus or special remuneration to any director or employee in excess of the amount accrued on the Parent Balance Sheet, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees, or consultants other than in the ordinary course of business consistent with past practice, or change in any material respect any management policies or procedures; (n) Revalue any of Parent's assets, including writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice or, except as required by GAAP, make any change in accounting methods, principles, or practices; (o) Pay, discharge, or satisfy in an amount in excess of $10,000 (in any one case) or $25,000 (in the aggregate) any claim, liability, or obligation (absolute, accrued, asserted, or unasserted, contingent or otherwise), other than a payment, discharge, or satisfaction in the ordinary course of business; (p) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Return or any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (q) Make any capital expenditures in excess of $100,000 in the aggregate; (r) Modify, amend, or terminate any material contract or agreement to which Parent or any of its subsidiaries is a party or enter into any contract or agreement which provides for Parent to incur or pay any dividend amounts in excess of $25,000 over the life of such contract or agreement except in the ordinary course of business; (s) Settle any material litigation or waive, release, or assign any material rights or claims thereunder; (t) Take any action that would be reasonably likely to interfere with the treatment of the Merger as a "reorganization" within the meaning of Section 368 of the Code; (u) Enter into, modify, amend, or cancel any development services, licensing, distribution, sales, sales representation, or other distribution, payable in cash, equity interests, property similar agreement or otherwise, obligation with respect to any of its capital stock or other equity interests, material Parent Intellectual Property Rights other than (A) any dividend or distribution by a Subsidiary such agreements entered into in the ordinary course of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, business consistent with record and payment dates in accordance with Parent’s customary dividend schedulepast practices; (v) adjust, split or combine Engage in any shares of its capital stock or other equity interests (except in connection action with the cashless exercises intent directly or similar transactions (including withholding of Taxes) pursuant indirectly to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as impact adversely any of the date hereof or issued pursuant to Parent Stock Plans)transactions contemplated by this Agreement, or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement including with respect to any "poison pill" or similar plan, agreement, or arrangement or any Takeover Statute; (w) Take any action that would (i) entitle any Person to any payment under any security, option, warrant, call, right, commitment, or other agreement relating to any equity securities of Parent or Merger Sub or (ii) result in an adjustment to the voting exercise price or number of shares issuable upon exercise of any security, option, warrant, call, right, commitment, or agreement of Parent’s capital stock, in each case in a manner that would adversely affect the consummation Parent or Merger Sub; or by inaction suffer any of the Merger or would affect, following the Effective Time, the holders foregoing to occur when unilateral action by Parent (other than action involving termination of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeany options) could have prevented it; or (vix) Take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)(w) above or any action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Sections 6.1 or 6.2 not to be satisfied.

Conduct of Business of Parent. (a) Except for matters set forth as contemplated by this Agreement, during the period from the date hereof to the Effective Time, Parent will, and will cause each of its subsidiaries to, conduct its operations in Section 5.2 the ordinary course of business consistent with past practice, and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, will keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the Parent Disclosure Letter or foregoing, except as otherwise expressly required or permitted by provided in this Agreement or by prior to the Effective Time, neither Parent nor any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with of its subsidiaries will, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from ): (a) knowingly take any action that would result in a failure to maintain the date trading of this Agreement to Parent Common Stock on the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith.NASDAQ National Market; (b) Without limiting adopt any amendments to its charter documents; (c) authorize for issuance, issue, sell, deliver or agree or commit to issue sell or deliver (whether through the generality issuance or granting of Section 5.2(aoptions, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights), except for matters set forth in Section 5.2 the issuance of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto to the provisions of this Agreement or pursuant to (i) previously granted stock options or stock options subsequently granted under plans currently in a manner different effect and (ii) previously granted warrants or not more than holders 200,000 shares of Parent Common Stock immediately prior pursuant to the Effective Timesubsequently granted warrants; (iid) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of subsidiaries; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or any of its subsidiaries (other than the Merger); (f) alter, through merger, liquidation, reorganization, except for restructuring or any merger or consolidation solely among wholly owned Subsidiaries other fashion, the corporate structure of Parent not in violation ownership of any instrument binding on subsidiary; (g) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the Parent Companies and that would not reasonably be expected to result accounting principles or practices used by it; (h) revalue in a any material increase respect any of its assets, including without limitation writing down the value of inventory or writing-off notes or accounts receivable other than in the net Tax ordinary course of business; (i) make any tax election or settle or compromise any income tax liability of the material to Parent Companies and its subsidiaries taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timewhole; or (vij) take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)4.2(i) or any action that would make any of the representations or warranties of Parent contained in this Agreement materially untrue or incorrect.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of Parent agrees that during the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheldperiod from November 21, conditioned or delayed), from the date of this Agreement 2001 to the Effective Time or (unless the date of the termination of Company shall otherwise agree in writing and except as otherwise contemplated by this Agreement, as the case may be), Parent shallwill, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and will cause each of its Subsidiaries to use, reasonable best efforts conduct its operations according to preserve substantially intact the its ordinary and usual course of business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) consistent with past practice. Without limiting the generality of Section 5.2(a)the foregoing, and except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of in this Agreement, as set forth in Schedule 6.2 or as set forth in Parent's 2001 operating budget as submitted in writing to the case may beCompany prior to the date hereof (and, if applicable, Parent's 2002 operating and capital budget), prior to the Effective Time, neither Parent shall not, and shall not permit any Subsidiary of Parent to, do nor any of the following its Subsidiaries will, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):Company: (i) amend (A) enter into an agreement to effect, or permit effecting, a change of control with respect to Parent, (B) alter through merger, liquidation, reorganization, restructuring or in any other fashion the adoption corporate structure or organization of Parent or any amendment Subsidiary, (C) adopt any amendments to its Articles of Incorporation or Bylaws which would alter the terms of the Parent Common Stock, (D) enter into any transaction, or series of transactions, whereby Parent, directly or indirectly, acquires another company (whether by through merger, amalgamationpurchase of stock, scheme acquisition of arrangement, consolidation all or substantially all of the assets of another company or otherwise) if the company being acquired would qualify as a Significant Subsidiary; or (E) enter into any agreement relating to a transaction which would require the Parent Charter approval of its shareholders under the PBCL or the Parent Bylaws in a manner that would adversely affect the consummation listing standards of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeNasdaq; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of Parent or of its Subsidiaries (other than with respect to the Merger); (iii) adopt any amendments to its Articles of Incorporation or otherwise alter its capital structure; (iv) other than in the ordinary course of business consistent with past practice, except incur any indebtedness for borrowed money or guarantee any merger such indebtedness or consolidation solely among make any loans, advances or capital contributions to, or investments in, any other person, other than to Parent or any wholly owned Subsidiaries subsidiary of Parent not in violation of any instrument binding on Parent; (v) authorize, recommend, propose or announce an intention to do any of the Parent Companies and that would not foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (vi) take any action or fail to take any action which could reasonably be expected to result in a breach of any representation, warranty or covenant hereunder. (b) In addition, during the period from November 21, 2001 until the Effective Time: (i) Parent shall not amend the Co-Bank Commitment Letter or the VoiceStream Wireless Agreement in any material increase respect and shall use its best efforts to do or cause to be done all things necessary or appropriate on its part in order to fulfill the conditions precedent set forth in the net Tax liability of Co-Bank Commitment Letter and the VoiceStream Wireless Agreement and to consummate the transactions contemplated by the Co-Bank Commitment Letter and the VoiceStream Wireless Agreement; (ii) Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1;shall maintain its current dividend policy; and (iii) issueNeither Parent nor any Subsidiary, grantnor any executive officer or director of Parent or any Subsidiary, deliver, sell, pledge, dispose nor any shareholder of Parent who may be deemed to be an "affiliate" (as that term is defined for purposes of Rules 145 and 405 promulgated by the SEC under the Securities Act) of Parent shall purchase or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities ofsell on Nasdaq, or equity interests insubmit a bid to purchase or an offer to sell on Nasdaq, Parentdirectly or indirectly, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of any shares of Parent Common Stock or any options, rights or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share convertible into shares of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)Price Determination Period.

Conduct of Business of Parent. (a) Except for matters set forth From the date of this Agreement to and including the Closing Date, except as otherwise expressly contemplated in this Agreement, the Ancillary Documents or provided in Section 5.2 5.2(a) of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with Schedule, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, to (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted andof business consistent with past practice, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, use commercially reasonable best efforts to maintain and preserve substantially intact the its business organization of the Company and its Subsidiaries and goodwill associated therewith(iii) duly comply with all applicable Laws. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from From the date of this Agreement to and including the Effective Time Closing Date, except as otherwise expressly contemplated in this Agreement or the date as provided in Section 5.2(b) of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following Disclosure Schedule without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):), Parent shall not, and shall cause its Subsidiaries not to: (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to except for the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affectAmendment, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeamend its Constituent Documents; (ii) incur, assume or guarantee any Indebtedness or grant any Lien (other than any Permitted Lien) on any material asset or property of Parent or any of its Subsidiaries, except for Indebtedness incurred in the ordinary course of business not in excess of $100,000 in the aggregate; (iii) (A) issue, deliver (except as required by the terms of Parent Benefit Plans as such terms exist on the date of this Agreement), sell, authorize, grant, dispose of, pledge or otherwise encumber Parent Common Stock or any Equity Interests of any of Parent’s Subsidiaries, or any class of securities convertible into, exchangeable or exercisable for, or rights, warrants or options to acquire, any Parent Common Stock or any Equity Interests of any of Parent’s Subsidiaries, (B) split, combine, or reclassify any Parent Common Stock; or (C) repurchase, redeem or otherwise acquire any Parent Common Stock; (iv) acquire, purchase, license or lease (in each case, whether by merger, consolidation or by any other manner) any business or Person or any material assets (other than financial assets acquired in the ordinary course of business) or Equity Interests thereof, individually or in the aggregate, in excess of $250,000 (other than non-exclusive licenses of Intellectual Property in the ordinary course of business); (v) transfer, sell, lease, license, surrender, divert, cancel, abandon or allow to lapse or expire or otherwise dispose of any of its material assets (other than financial assets in ordinary course of business and non-exclusive licenses of Intellectual Property in the ordinary course of business); (vi) except as set forth in Section 5.2(b)(vi) of the Parent Disclosure Schedule, change in any material respect its method of accounting or any accounting principle, method, estimate or practice, except as may be required by changes in GAAP or applicable Law; (vii) waive, reduce or defer any fee payable under any Parent CDO Management Agreement or any Constituent Document of any Parent CDO Issuer , except as required pursuant to the terms of any Strategic Financing Agreement listed on the Parent Disclosure Schedule (as such terms exist on the date of this Agreement); (viii) except as set forth in Section 5.2(b)(viii) of the Parent Disclosure Schedule, consent to any amendment or supplement to any Parent CDO Issuer Document; (ix) except as set forth on Section 5.2(b)(ix) of the Parent Disclosure Schedule, cancel, terminate, amend or enter into, or assign or waive any material rights or claims under, any (x) Parent CDO Management Agreement or (y) Parent Material Contract; (x) merge or consolidate with or into, another Person or enter into any joint venture or partnership agreement or similar Contract; (xi) except as set forth on Section 5.2(b)(xi) of the Parent Disclosure Schedule, as otherwise required by Law or the terms of Parent Benefit Plans as such terms exist on the date of this Agreement and up to $4,800,000 in bonuses payable to its employees in the ordinary course of business consistent with past practice (A) establish, adopt, enter into, terminate, amend or secure any Parent Benefit Plan or any other benefit plan or bonus, profit sharing, deferred compensation, incentive, stock option or stock purchase plan, program or commitment, paid time off for sickness or other plan, program or arrangement for the benefit of its employees, former employees, consultants or directors that would be a Parent Benefit Plan if it were in existence as of the date of this Agreement (except for modifications to welfare benefit plans in the ordinary course of business during annual renewal periods), (B) grant or announce any increase in the compensation of any current employee in excess of ten percent (10%) of such employee’s annual compensation as of the date of this Agreement or any increase in the compensation payable or to become payable to any of its former employees or current or former officers, consultants or directors, (C) enter into, establish, amend, terminate or renew any employment, consultancy, bonus, severance, termination pay, retirement or other similar agreement or arrangement (or amend any existing agreement or arrangement) that would trigger any “key person” clauses in any Parent CDO Management Agreements, (D) accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided to any of its employees, former employees, consultants or directors, or otherwise pay any amounts not due to such individuals, including severance or retention payments, or make any deposits or contributions of cash or other property or take any other action to fund or in any other way secure the payment of compensation or benefits, to the extent any such action could reasonably be expected to result in any increased Liability to Parent and its Subsidiaries, taken as a whole, or (E) loan or advance any money or other property to any of its current or former directors, officers or employees (except for advances to employees or officers of Parent or any of its Subsidiaries for expenses incurred in the ordinary course of business consistent with past practice); (xii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xiii) adopt as set forth on Section 5.2(b)(xiii) of the Parent Disclosure Schedule, settle or compromise or commit to settle or compromise any Legal Proceeding in any manner that is adverse to Parent, any of its Subsidiaries or any Parent CDO Issuer, except for any merger Legal Proceedings that are settled or consolidation solely among wholly owned Subsidiaries of compromised for aggregate payments that do not exceed $50,000; provided, that in no event shall Parent not in violation of or such Subsidiary compromise or settle any instrument binding on any of Legal Proceeding to the extent Parent Companies and that or such Subsidiary’s business would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken materially restricted as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1consequence thereof; (iiixiv) issuemake or declare any dividend or distribution, grantor set aside any funds for the purpose thereof, deliverother than dividends from any wholly-owned Subsidiary of Parent to either (A) Parent or (B) another wholly-owned Subsidiary of Parent; (xv) enter into any new line of business; (xvi) form any Subsidiary; (A) make any change in any material Tax accounting or reporting principles, sellperiods, pledgemethods or practices, dispose (B) make, change or revoke any material Tax election (other than an election pursuant to Section 754 of the Code), (C) settle or encumber compromise any claim, notice, audit report or assessment relating to material Taxes, (D) file any amended material Tax Return, (E) surrender any material claim for a refund of Taxes, (F) enter into any material closing agreement relating to any Tax, or (G) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business); (xviii) make any (A) shares investment (by contribution of capital stockcapital, property transfers, purchase of securities or otherwise) or (B) loan to or advance (except for advances to employees or officers of Parent Voting Debt or other voting securitiesany of its Subsidiaries for expenses incurred in the ordinary course of business consistent with past practice and not in excess of $10,000) to, (C) Parent Stock Equivalents or (D) optionsin each case, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, Person other than (1) the issuance of shares a wholly owned Subsidiary of Parent Common Stock upon in the exercise, conversion or vesting ordinary course of derivative or convertible business; (xix) increase the current face value of Parent’s and its Subsidiaries’ aggregate investments in residential mortgage-backed securities in accordance with the terms under the (other than as a result of appreciation of investments held by Parent Stock Plans as of on the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share in excess of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time$275,000,000; or (vixx) agree to take, authorize, enter into any Contract obligating it to take, agree or commit to take do any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of Parent agrees that during the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to the Effective Time or (unless the date of the termination of Company shall otherwise agree in writing and except as otherwise contemplated by this Agreement, as the case may be), Parent shallwill, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and will cause each of its Subsidiaries to use, reasonable best efforts conduct its operations according to preserve substantially intact the its ordinary and usual course of business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) consistent with past practice. Without limiting the generality of Section 5.2(a)the foregoing, and except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of in this Agreement, as set forth in Schedule 6.2 or as set forth in Parent's 2001 ------------ operating budget as submitted in writing to the case may beCompany prior to the date hereof (and, if applicable, Parent's 2002 operating and capital budget), prior to the Effective Time, neither Parent shall not, and shall not permit any Subsidiary of Parent to, do nor any of the following its Subsidiaries will, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):Company: (i) amend enter into any agreement relating to a transaction which would require the approval of its shareholders under the VSCA or permit the adoption listing standards of any amendment the Nasdaq, including, without limitation, (whether by A) entering into an agreement to effect, or effecting, a Change in Control with respect to Parent, (B) altering through merger, amalgamationliquidation, scheme reorganization, restructuring or in any other fashion the corporate structure or organization of arrangement, consolidation Parent or otherwiseany Subsidiary or (C) adopt any amendments to its Articles of Incorporation or Bylaws which would alter the terms of the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeStock; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of Parent or of its Subsidiaries (other than with respect to the Merger); (iii) other than with respect to the Preferred Stock contemplated by the Financing Letter, except adopt any amendments to its Articles of Incorporation or otherwise alter its capital structure; (iv) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money or guarantee any merger such indebtedness or consolidation solely among make any loans, advances or capital contributions to, or investments in, any other person, other than to Parent or any wholly owned Subsidiaries subsidiary of Parent not in violation of any instrument binding on Parent; (v) authorize, recommend, propose or announce an intention to do any of the Parent Companies and that would not foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; or (vi) take any action or fail to take any action which could reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk breach of any delay in the receipt of any approvals required under Section 6.1;representation warranty or covenant hereunder. (iiib) issueIn addition, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) during the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of period from the date of this AgreementAgreement until the Effective Time: (i) Parent shall not amend the Financing Letter in any material respect and shall use its best efforts to do or cause to be done all things necessary or appropriate on its part in order to fulfill the conditions precedent set forth in the Financing Letter and to consummate the transactions contemplated by such Financing Letter; or (ii) Neither Parent nor any Subsidiary, nor any executive officer or director of Parent or any Subsidiary, nor any shareholder of Parent who may be deemed to be an "affiliate" (2as that term is defined for purposes of Rules 145 and 405 promulgated by the SEC under the Securities Act) pursuant of Parent shall purchase or sell on Nasdaq, or submit a bid to a Parent Stock Plan purchase or (3) the issuance of an offer to sell on Nasdaq, directly or indirectly, any shares of Parent Common Stock or any options, rights or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share convertible into shares of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)Price Determination Period.

Conduct of Business of Parent. (ai) Except for matters set forth in Section 5.2 of the Parent Disclosure Letter as contemplated or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or Agreement, (ii) with the prior written consent of the Company (which consent shall may not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, (iii) as the case may be, Parent shall, and shall cause each of its Subsidiaries to, required by applicable Law (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(aincluding COVID-19 Measures), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement until the earlier to the Effective Time or the date occur of the termination of this Agreement, as Agreement in accordance with its terms and the case may beFirst Merger Effective Time, Parent shall notuse commercially reasonable efforts to (A) conduct its business in compliance with all applicable Laws, (B) maintain and shall not permit preserve intact its business organization and the goodwill of those having business relationships with it (including by using commercially reasonable efforts to maintain the value of its assets and technology and preserve its relationships with employees, customers, suppliers, strategic partners, licensors, licensees, regulators, landlords and others having business relationships with Parent or any Subsidiary Subsidiary) and (C) maintain in full force and effect all insurance policies that are material to Parent as in effect on the date of Parent tothis Agreement. In addition, do any without limiting the generality of the following without foregoing, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the First Merger Effective Date, except (i) as contemplated or expressly permitted by this Agreement, (ii) with the prior written consent of the Company (which consent shall may not be unreasonably withheld, conditioned or delayed):), or (iii) as required by applicable Law (including COVID-19 Measures), neither Parent nor any other Buyer Party shall: (ia) amend split, combine, subdivide, reclassify or permit the adoption take any similar action with respect to any shares of any amendment (whether by merger, amalgamation, scheme capital stock of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect has a material adverse effect on Parent’s ability to consummate the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeContemplated Transactions; (iib) adopt a plan of or agreement for, or carry out, (i) any complete or partial liquidation, dissolution, mergerrestructuring or recapitalization or, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of (ii) to the Parent Companies and that extent it would not reasonably be expected to result in have a material increase in adverse effect on Parent’s ability to consummate the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of Contemplated Transactions, any delay in the receipt of any approvals required under Section 6.1merger, consolidation or other reorganization; (iiic) issueacquire or agree to acquire in any manner (whether by merger or consolidation, grant, deliver, sell, pledge, dispose the purchase of an equity interest in or a material portion of the assets of or encumber otherwise) any (A) shares of capital stockbusiness or any corporation, (B) Parent Voting Debt partnership, association or other voting securitiesbusiness organization or division thereof, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, to the extent it would reasonably be expected to have a material adverse effect on Parent, other than (1) ’s ability to consummate the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowContemplated Transactions; (ivd) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interestsinvestment (by contribution to capital, property transfers, purchase of securities or otherwise) in, with respect or loan or advance funds to, any Person to any of its capital stock or other equity interests, other than the extent it would reasonably be expected to have a material adverse effect on Parent’s ability to consummate the Contemplated Transactions; or (Ae) any dividend or distribution by a Subsidiary amend the Charter Documents of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case Buyer Party in a manner that would adversely affect has an adverse effect on Parent’s ability to consummate the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)Contemplated Transactions.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 During the period from the date of this Agreement until the Effective Time, Parent Disclosure Letter or otherwise shall, and shall cause each of its Subsidiaries, except as expressly required or permitted contemplated by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or Agreement, as required by Law applicable Law, or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), from to use its reasonable best efforts to conduct its business in the date ordinary course of this Agreement business consistent with past practice, and, to the Effective Time or the date of the termination of this Agreement, as the case may beextent consistent therewith, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company its and its Subsidiaries Subsidiaries’ business organization, to pay its debts and goodwill associated therewith. (b) Taxes, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of Section 5.2(a)the foregoing, except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from between the date of this Agreement to and the Effective Time or the date of the termination of Time, except as otherwise expressly contemplated by this Agreement, as set forth in the case may beapplicable subsection of Section 5.02 of the Parent Disclosure Schedules, or as required by applicable Law, Parent shall not, and nor shall not it permit any Subsidiary of Parent its Subsidiaries to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed): (a) amend its Charter Documents; (b) (i) amend split, combine, or permit the adoption of reclassify any amendment (whether by mergerParent Securities or Parent Subsidiary Securities, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete repurchase, redeem, or partial liquidationotherwise acquire, dissolutionor offer to repurchase, mergerredeem, consolidationor otherwise acquire, restructuringany Parent Securities or Parent Subsidiary Securities, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable distribution (whether in cash, equity interestsstock, property property, or otherwise) in respect of, or enter into any Contract with respect to any of its capital stock or other equity intereststhe voting of, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock (other than dividends from its direct or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plansindirect wholly-owned Subsidiaries), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v).;

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of During the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to hereof until the Effective Time or the date earlier of the termination of this Agreement and the Effective Time, except as set forth on Schedule 7.2(b) or as otherwise expressly provided for in this Agreement, including Parent’s obligations in respect of the Debt Financing, or as the case may berequired by Law, (i) Parent agrees that it shall, and shall cause each of its Subsidiaries to, (iA) use reasonable best efforts to conduct its business and the business of Parent and its Subsidiaries only in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent of business consistent therewith, usewith past practice, and cause each of its Subsidiaries to use, (B) use their reasonable best efforts to preserve substantially intact the present business organization operations, organization, franchise and goodwill of the Company Parent and its Subsidiaries and goodwill associated therewith. preserve the present relationships with Persons having material business dealings with Parent and its Subsidiaries (bincluding ship builders, material customers, material travel agents, insurers, material suppliers, lenders and regulators), and (ii) Without in addition to and without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beforegoing, Parent agrees that it and its Subsidiaries shall not, and shall not permit any Subsidiary of Parent to, do any of the following in each case without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) change or amend its certificate of incorporation, bylaws, or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation equivalent organizational or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders governing documents of Parent Common Stock immediately prior to the Effective Timeor any of its Subsidiaries; (ii) effect any stock split, reverse stock split, reorganization, reclassification, combination, recapitalization or other like change with respect to the Parent Ordinary Shares; (iii) knowingly take any action to cause the Parent Ordinary Shares to cease to be eligible for listing on NASDAQ; (iv) adopt a plan of complete or partial liquidationliquidation of Parent or resolutions providing for or authorizing such a liquidation or a dissolution or restructuring of Parent; or (v) agree to or make any commitment to take any actions prohibited by this Section 7.2(b); provided, dissolutionthat notwithstanding the foregoing, merger(x) nothing contained in this Agreement shall give the Company, consolidationdirectly or indirectly, restructuring, recapitalization the right to control or direct Parent’s operations for purposes of the HSR Act or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any Antitrust Laws prior to the Closing Date and (y) no consent of the Parent Companies and that would not reasonably Company shall be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends matter set forth in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant this Agreement to the vesting or exercise, as extent the case may be, requirement of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into such consents would violate any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)Antitrust Laws.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted contemplated by this Agreement, from the date of this Agreement to until the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shall notwill not do, and shall will not permit any Subsidiary of Parent toits subsidiaries to do, do any of the following without the prior written consent of the Company (which such consent shall not to be unreasonably withheld, conditioned withheld or delayed): (ia) amend combine or permit the adoption of reclassify any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of its capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make aside or pay any extraordinary dividend or other distribution, payable distribution (whether in cash, equity interests, stock or property or otherwiseany combination thereof, with but excluding a stock split effected in the form of a stock dividend) in respect to any of its capital stock stock, or other equity interests, redeem or otherwise acquire (other than (Apursuant to Parent's previously established stock repurchase program or as would not violate Section 5.21) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises amend or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into alter any agreement with respect to the voting material term of any of Parent’s capital stockits outstanding securities; (b) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business of any corporation, partnership, joint venture, association or other business organization or division thereof, or otherwise acquire or agree to acquire, or dispose of or agree to dispose of, any assets of any person, which, in each case case, could reasonably be expected to delay materially the consummation of, or increase materially the risk of non-consummation of, the transactions contemplated by this Agreement; (c) alter or revise its accounting principles, procedures, methods or practices in any material respect, except as required by applicable law or regulation or by a change in generally accepted accounting principles and concurred with by Parent's independent public accountants; (d) knowingly take any action that would result in a manner that would adversely affect failure to maintain the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders trading of Parent Common Stock immediately prior on the NYSE; (e) knowingly take any action, or knowingly fail to take any action, that would render any representation, warranty, covenant or agreement of Parent in this Agreement inaccurate or breached such that the Effective Timeconditions in Section 6.3 will not be satisfied; or (vif) agree fail to takeuse commercially reasonable efforts to cause AVECOR Cardiovascular Inc. and Sofamor Xxxxx Group, authorizeInc. to refrain from taking any actions described in subsection (e) above; or (g) agree, enter into any Contract obligating it whether in writing or otherwise, to take, or commit to take do any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing.

Conduct of Business of Parent. During the period from the date of this Agreement until the earlier of the valid termination of this Agreement or the Effective Time, except (ai) Except for matters as may be required by applicable Law, (ii) with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) as permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beSchedule, Parent shall, and shall cause each of its Subsidiaries to, (i) use commercially reasonable best efforts to (A) conduct its business in all material respects in the ordinary course of business, (B) maintain and preserve intact its business organization, (C) keep available the business services of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, useexecutive officers, and cause each of its Subsidiaries to use(D) maintain satisfactory relationships with customers, reasonable best efforts to preserve substantially intact the suppliers and distributors having material business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) relationships with Parent. Without limiting the generality foregoing, during the period from the date hereof until the earlier of Section 5.2(a)the valid termination of this Agreement or the Effective Time, except for matters (w) as may be required by applicable Law, (x) with the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed, (y) as permitted by this Agreement or (z) as set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beSchedule, Parent shall not, and shall cause its Subsidiaries not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):: (ia) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) the Organizational Documents of Parent or any of its Subsidiaries (other than ministerial or immaterial changes to the Organizational Documents of any Subsidiaries of Parent), or otherwise take any action to exempt any person from any provision of the Organizational Documents of Parent Charter or any of its Subsidiaries; (b) split, combine, subdivide, amend the terms of or reclassify any of its capital stock, except for any such transaction by a wholly owned Subsidiary of the Parent which remains a wholly owned Subsidiary of the Parent after consummation of such transaction; (c) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the Parent Bylaws in a manner that would adversely affect the consummation occurrence of certain events) into or exchangeable for any shares of its capital stock, except (i) dividends paid by any of the Merger wholly owned Subsidiaries of Parent to Parent or would affectto any other wholly owned Subsidiaries of Parent or (ii) the acceptance, following the Effective Time, the holders surrender or withholding of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to as payment for withholding Taxes incurred in connection with the Effective Timevesting or settlement of Parent Equity Awards in accordance with past practice and the terms of the Parent Equity Plan as in effect on the date hereof; (d) (i) issue, sell, grant, pledge or otherwise permit to become outstanding, encumber or subject to any Lien any shares of its capital stock or other equity securities or interests or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or other equity securities or interests or any options, warrants, or other rights of any kind to acquire any shares of its capital stock or other equity securities or interests, including any Parent Equity Awards, except pursuant to the exercise or settlement of Parent Equity Awards outstanding on the date hereof in accordance with their terms as in effect on the date hereof or pursuant to the grant of Parent Equity Awards in accordance with Section 5.2(d) of the Parent Disclosure Schedule, or (ii) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other equity securities or interests; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than transactions between the Parent and any direct or indirect wholly owned Subsidiary of the Parent or between direct or indirect wholly owned Subsidiaries of the Parent; (f) (i) incur, assume, endorse, guarantee or otherwise become liable for any Indebtedness or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) any merger Indebtedness for borrowed money among Parent and wholly owned Subsidiaries of Parent or consolidation solely among wholly owned Subsidiaries of Parent, (B) Indebtedness for borrowed money incurred to modify, replace, renew, extend, refinance or refund any existing Indebtedness for borrowed money of Parent or any of the Subsidiaries of Parent, so long as the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the outstanding principal amount of the Indebtedness so modified, replaced, renewed, extended, refinanced or refunded except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable and customary amounts paid, and fees, premiums, penalties and expenses reasonably incurred, in violation connection with such refinancing, (C) guarantees by Parent of Indebtedness for borrowed money of wholly owned Subsidiaries of Parent or guarantees by wholly owned Subsidiaries of Parent of Indebtedness for borrowed money of Parent or any instrument binding wholly owned Subsidiaries of Parent, which Indebtedness is incurred in compliance with this Section 5.1(f), (D) Indebtedness incurred under the Getty Images Credit Agreement and (E) Indebtedness incurred in connection with any Financing; or (ii) incur any Lien on any of its material property or assets, except for Permitted Liens or Liens arising out of any Financing; (g) make any loans or advances to any other person; (i) sell, transfer, mortgage, license, pledge, divest, surrender, cancel, abandon, allow to lapse, encumber or otherwise dispose of any of its material real or tangible properties or assets to any person other than to Parent or a wholly owned Subsidiary of Parent, other than sales of inventory or of obsolete equipment in the ordinary course of business, or (ii) cancel, release, waive, forgive or assign any Indebtedness of any person owed to it or any claims held by it against any person other than the release of immaterial claims held by it in the ordinary course of business; (i) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any assets or properties of any other person (including any division or line of business thereof), or (ii) make any investment in or loan to any other person either by purchase of stock or securities, contributions to capital, or property transfers, except, in each case, for (A) the purchase of equipment and supplies in the ordinary course of business, (B) inbound paid-up licenses of Intellectual Property in the ordinary course of business or (C) acquisition of content on terms and aggregate cost consistent with past practice in all material respects; (j) other than Standard IP Agreements and other non-exclusive licenses, sublicenses, covenants not to assert or other non-exclusive grants of rights, (i) sell, assign, transfer, license, sublicense, grant immunities from suit, covenant not to assert or otherwise dispose of any material Owned Intellectual Property of Parent or its Subsidiaries or (ii) allow any material Registered Intellectual Property of Parent or its Subsidiaries to lapse or go abandoned, other than at the end of its term; (k) materially downgrade the integrity or security of any IT Assets of any of Parent or any of its Subsidiaries; (i) except as required or requested by Law or as part of any audit or examination by a regulatory authority or self-regulatory authority, disclose (or authorized to be disclosed) or become subject to any duty or obligation to disclose any material Trade Secret or material confidential information to any person other than to persons subject to a duty of confidentiality under applicable Law or pursuant to a written agreement restricting the disclosure and use of such Trade Secrets or confidential information by such person; or (ii) subject any such Software included in the Owned Intellectual Property of Parent or its Subsidiaries to Copyleft Terms in a manner that has or would require any public distribution of any such Software, restrict in any material respect the Parent’s or any of its Subsidiaries’ rights to use or license or otherwise exploit any material Software included in the Owned Intellectual Property of the Parent Companies and or its Subsidiaries, or a requirement that any other licensee of such Software be permitted to modify, make derivative works of or reverse-engineer any such Software; (m) during any fiscal year, make, or make any commitments (for such fiscal year) with respect to, capital expenditures in excess of the amount allocated for such year in Parent’s capital expenditure budget set forth on Section 5.2(m) of the Parent Disclosure Schedule plus 20% (regardless of when the amounts would be paid); (n) other than in the ordinary course of business, (i) renew or terminate (other than upon the expiration of its term pursuant to the terms thereof as in effect as of the date hereof), materially amend, or waive, release or assign any material right under, any Parent Material Contract or Parent Material Lease or enter into any Contract that would constitute a Parent Material Contract or Parent Material Lease if it were in effect on the date of this Agreement, in each case, other than (A) Contracts for the acquisition of content on terms and aggregate cost consistent with past practice in all material respects or (B) Contracts relating to use of Owned Intellectual Property of Parent or its Subsidiaries in connection with machine learning or artificial intelligence applications, or (ii) waive, release or let lapse any material right or value in respect of any material assets of Parent; (o) except as required by the terms of any Parent Employee Benefit Plan as in effect on the date of this Agreement, (i) increase the compensation or benefits payable or to become payable to any of its current or former directors, officers, employees or individual independent contractors, other than in the ordinary course of business consistent with past practice, (ii) grant to any of its directors, officers, employees or individual independent contractors any new, or increase in, severance or termination pay, other than in the ordinary course of business consistent with past practice, (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than (A) with respect to cash awards, bonus and incentive compensation, in the ordinary course of business consistent with past practice and (B) with respect to equity or equity-based incentives, in accordance with Section 5.2(d) of the Parent Disclosure Schedule, (iv) establish, adopt, enter into, materially amend or terminate any material Parent Employee Benefit Plan, other than offer letters that provide for no severance, retention or change of control benefits, (v) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors, (vi) terminate the employment or service of any employee or individual independent contractor, other than for cause or in the ordinary course of business consistent with past practice, or (vii) hire any employee or individual independent contractor, other than in the ordinary course of business consistent with past practice; (p) (i) modify, renew, extend, terminate or enter into any CBA or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of Parent or its Subsidiaries as the bargaining representative for any employees of Parent or its Subsidiaries; (q) implement or adopt any material change in its financial accounting principles, practices or methods, other than as may be required by changes in GAAP; (r) settle or compromise any Proceeding (other than any such Proceeding commenced by Parent or its Subsidiaries), except for settlements or compromises that (i) involve solely monetary remedies with a value (net of insurance proceeds actually received) not in excess of $1,000,000 individually or $5,000,000 in the aggregate, (ii) do not impose any material restriction on Parent’s business or the business of any of Parent’s Subsidiaries, and (iii) do not relate to any litigation by Parent’s stockholders in connection with this Agreement or the Transactions; (s) (i) make, change or revoke any material Tax election, (ii) change or adopt any Tax accounting period or material method of Tax accounting, (iii) file any amended Tax Return that would reasonably be expected to result in a material increase in Tax liability, (iv) enter into any “closing agreement” within the net meaning of Section 7121(a) of the Code (or any similar provision of state, local or non-U.S. Law) or other material agreement with any taxing authority in respect of any material Tax Return or material amount of Taxes, (v) fail to timely pay any material Tax or file any material Tax Return when due (taking into account any valid extension of time within which to pay or file), (vi) settle or compromise any material Tax liability or any audit, assessment, investigation, examination or other Proceeding relating to a material Tax Return or material amount of Taxes, or surrender any right to claim a material refund of Taxes or (vii) except in the ordinary course of business, agree to an extension or waiver of the Parent Companies taken as a whole and would not present statute of limitations with respect to a material risk amount of any delay in the receipt of any approvals required under Section 6.1Taxes; (t) materially reduce the amount of insurance coverage under, or fail to renew any existing, insurance policies; (u) effect or permit a plant closing, mass layoff or similar event that would trigger the WARN Act; (i) amend any Parent Permits in any material respect (other than amendments in the ordinary course of business in a manner not adverse to Parent or its Subsidiaries), (ii) terminate, fail to diligently pursue any application for or allow to lapse, any material Parent Permits, or (iii) issuetake any action, grantor fail to take any action, deliverthat would reasonably be expected to result in the material loss, sellexpiration, pledge, dispose of termination or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities surrender of, or equity interests inwould reasonably be expected to result in the loss of any material benefit under, Parentor be reasonably expected to cause any Governmental Entity to institute Proceedings for the suspension, other than (1) the issuance of shares of revocation or limitation of, any material Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowPermits; (ivw) declare, set aside, make or pay enter into any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any material new line of business outside of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleexisting business; (vx) adjustenter into, split extend, amend or combine terminate any shares of its capital stock material interest rate, currency, equity, commodity or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exerciseswaps, as the case may behedges, of Parent Stock Awards derivatives, forward sales Contracts or other equity awards similar financial instruments other than in the ordinary course of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or business; (y) enter into any agreement with respect Contract pursuant to which, immediately following the voting of Closing, any rights under any of Parentthe Intellectual Property owned or licensed by the Company or the Company’s capital stockAffiliates (other than Parent or its Subsidiaries) will be granted, in each case in licensed or otherwise transferred to a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timethird party; or (viz) agree to take, authorize, enter into or make any Contract obligating it commitment to take, or commit to take any of the foregoing actions described in Sections 5.2(b)(i) through 5.2(b)(v)that are prohibited pursuant to this Section 5.2.

Conduct of Business of Parent. (a) Except for matters as set forth in Section 5.2 of the Parent Disclosure Letter Schedule or as otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)contemplated hereby, from the date of this Agreement to hereof until the Effective Time or the date of the termination of this Agreement, as the case may beAppointment Time, Parent shall, and shall cause each of its Subsidiaries Parent Subsidiary to, conduct its business in all material respects in the ordinary course consistent with past practice, and shall (i) use all commercially reasonable best efforts to conduct preserve intact its present business organization and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted andassets, (ii) maintain in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to keep available the extent consistent therewith, use, and cause each services of its Subsidiaries to usepresent officers, key employees and independent contractors, (iv) use all commercially reasonable best efforts to preserve substantially intact existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on it by all applicable Laws, and (vi) not take any action or fail to take any action which individually or in the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) aggregate would be reasonably likely to have a Parent Material Adverse Effect. Without limiting the generality of Section 5.2(a)the foregoing, except for matters as set forth in Section 5.2 of the Parent Disclosure Letter Schedule or as otherwise expressly required or permitted contemplated by this Agreement, from the date of this Agreement to hereof until the Effective Time or the date of the termination of this Agreement, as the case may beAppointment Time, Parent shall not, and nor shall not it permit any Subsidiary of Parent Subsidiary, directly or indirectly, to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):: (i) amend the Parent Organizational Documents or permit the adoption Organizational Documents of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner Subsidiary except for such amendments that would adversely affect not prevent or materially impair the consummation of the Merger transactions contemplated by this Agreement; (ii) split, combine or would affect, following reclassify the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto without adjusting the Stock Consideration appropriately; or (iii) declare, set aside or pay any dividend or other distribution (whether in a manner different than cash, stock or property or any combination thereof) in respect of the Parent Common Stock or otherwise make any payments to holders of Parent Common Stock immediately prior to (other than the Effective Timedeclaration and payment of regular semi-annual dividends consistent with past practice); (iib) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries reorganization of Parent not in violation of or the Merger Sub (other than the Offer and the Merger and the transactions contemplated hereby); (c) willfully take any instrument binding on any of the Parent Companies and action that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk breach of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date provision of this Agreement, (2) pursuant Agreement or the failure to a Parent Stock Plan or (3) satisfy the issuance of shares of Parent Common Stock or other securities of Parent conditions precedent set forth in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeAnnex I; or (vid) agree to take, authorize, enter into any Contract obligating it agree or commit, orally or in writing, to take, or commit to take do any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing.

Conduct of Business of Parent. (a) Except for matters as set forth in Section 5.2 of the Parent Disclosure Letter Schedule or as otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)contemplated hereby, from the date of this Agreement to hereof until the Effective Time or the date of the termination of this Agreement, as the case may beAppointment Time, Parent shall, and shall cause each of its Subsidiaries Parent Subsidiary to, conduct its business in all material respects in the ordinary course consistent with past practice, and shall (i) use all commercially reasonable best efforts to conduct preserve intact its present business organization and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted andassets, (ii) maintain in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to keep available the extent consistent therewith, use, and cause each services of its Subsidiaries to usepresent officers, key employees and independent contractors, (iv) use all commercially reasonable best efforts to preserve substantially intact existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on it by all applicable Laws, and (vi) not take any action or fail to take any action which individually or in the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) aggregate would be reasonably likely to have a Parent Material Adverse Effect. Without limiting the generality of Section 5.2(a)the foregoing, except for matters as set forth in Section 5.2 of the Parent Disclosure Letter Schedule or as otherwise expressly required or permitted contemplated by this Agreement, from the date of this Agreement to hereof until the Effective Time or the date of the termination of this Agreement, as the case may beAppointment Time, Parent shall not, and nor shall not it permit any Subsidiary of Parent Subsidiary, directly or indirectly, to, do any of the following without the prior written consent of the Company : (which consent shall not be unreasonably withheld, conditioned or delayed): a) (i) amend the Parent Organizational Documents or permit the adoption Organizational Documents of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner Subsidiary except for such amendments that would adversely affect not prevent or materially impair the consummation of the Merger transactions contemplated by this Agreement; (ii) split, combine or would affect, following reclassify the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto without adjusting the Stock Consideration appropriately; or (iii) declare, set aside or pay any dividend or other distribution (whether in a manner different than cash, stock or property or any combination thereof) in respect of the Parent Common Stock or otherwise make any payments to holders of Parent Common Stock immediately prior to (other than the Effective Timedeclaration and payment of regular semi-annual dividends consistent with past practice); (iib) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries reorganization of Parent not in violation of or the Merger Sub (other than the Offer and the Merger and the transactions contemplated hereby); (c) willfully take any instrument binding on any of the Parent Companies and action that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk breach of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date provision of this Agreement, (2) pursuant Agreement or the failure to a Parent Stock Plan or (3) satisfy the issuance of shares of Parent Common Stock or other securities of Parent conditions precedent set forth in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeAnnex I; or (vid) agree to take, authorize, enter into any Contract obligating it agree or commit, orally or in writing, to take, or commit to take do any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)foregoing.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of During the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to and continuing until the Effective Time or the date earlier of the termination of this Agreement, as Agreement pursuant to its terms and the case may beEffective Time, Parent shall, (which for the purposes of this Section 4.2 shall include Parent and shall cause each of its Subsidiaries tosubsidiaries) agrees, (i) use reasonable best efforts except as otherwise expressly contemplated by this Agreement, or as described in Section 4.2 of the Parent Schedules, and except to conduct the extent that the Company shall otherwise consent in writing, to carry on its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted andand in material compliance with all applicable laws and regulations, (ii) to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use all reasonable efforts consistent with past practices and policies to preserve intact Parent's present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with Parent, to the extent consistent therewith, useend that Parent's goodwill and ongoing businesses be unimpaired at the Effective Time. Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of business of Parent, and cause each of its Subsidiaries will not enter into or amend any agreement or take any action which reasonably would be expected to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth have a Material Adverse Effect on Parent. Except as expressly contemplated by this Agreement or disclosed in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementSchedules, from the date of this Agreement Parent shall not prior to the Effective Time or the date of the earlier termination of this AgreementAgreement pursuant to its terms, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company Company: (which consent shall not be unreasonably withhelda) Accelerate, conditioned amend or delayed):change the period of exercisability of options or restricted stock or reprice options granted under the employee stock plans of Parent or authorize cash payments in exchange for any options granted under any of such plans; (b) Grant any severance or termination pay (i) to any executive officer or (ii) to any other employee except payments made in connection with the termination of employees who are not executive officers in amounts consistent with Parent's policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the Company or pursuant to written agreements consistent with Parent's prior agreements under similar circumstances; (c) Transfer or license to any person or entity or otherwise extend, amend or permit modify any rights to Parent's Intellectual Property Rights or enter into grants to future patent rights, other than licenses in connection with the adoption sale of goods or services entered into in the ordinary course of business consistent with past practices; (d) Commence any amendment litigation other than (whether by mergeri) for the routine collection of bills, amalgamation(ii) for software piracy, scheme or (iii) in such cases where Parent in good faith determines that failure to commence suit would result in the material impairment of arrangementa valuable aspect of Parent's business, consolidation or otherwise) to provided that Parent consults with the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timefiling of such a suit; (iie) adopt a plan of complete Declare or partial liquidationpay any dividends on or make any other distributions (whether in cash, dissolution, merger, consolidation, restructuring, recapitalization stock or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not property) in violation respect of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of its capital stock, (B) Parent Voting Debt or other voting securitiessplit, (C) Parent Stock Equivalents combine or (D) options, warrants reclassify any of its capital stock or issue or authorize the issuance of any other securities convertible into in respect of, in lieu of or exercisable or exchangeable in substitution for any shares of capital stock of Parent; (f) Repurchase or voting otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements existing as of the date hereof requiring the repurchase of shares in connection with any termination of service to Parent; (g) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of any shares of its capital stock of any class or securities ofconvertible into, or equity interests insubscriptions, Parentrights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, other than (1i) the issuance of shares of Parent Common Stock upon pursuant to the exercise, conversion exercise of Parent stock options or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans warrants therefor outstanding as of the date of this Agreement, (2ii) pursuant options to a Parent Stock Plan or (3) the issuance of purchase shares of Parent Common Stock granted to new employees in the ordinary course of business, consistent with past practice or other securities granted to non-employee directors of Parent in connection with bona fide acquisitionspursuant to automatic grants pursuant to Parent's stock option plans, mergers, strategic partnership transactions or similar transactions permitted under clause (viiii) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share shares of Parent Common Stock no greater than issuable upon the quarterly dividend declared exercise of the options referred to in clause (ii), and (iv) shares of Parent Common Stock issuable to be paid by participants in the Parent during ESPP consistent with the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleterms of that plan; (vh) adjustCause, split permit or combine propose any shares amendments to Parent's Certificate of its capital stock Incorporation or By-laws; (i) Except as set forth on the Parent Schedules, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership interest, association or other equity interests (except business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant aggregate, to the vesting or exercise, as the case may be, business of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interestsParent, or enter into any agreement with respect to the voting joint ventures, strategic partnerships or alliances or purchase any distributors; (j) Sell, lease, license, encumber or otherwise dispose of any of Parent’s capital stock's properties or assets which are material, individually or in each case the aggregate, to the business of Parent, except in a manner the ordinary course of business and except for security interests granted pursuant to the SVB Facility (as defined below); (k) Incur any indebtedness for borrowed money (other than ordinary course trade payables, indebtedness pursuant to existing credit facilities in the ordinary course of business, or indebtedness incurred pursuant to additional credit facilities with Silicon Valley Bank or another similar commercial lender in an aggregate principal amount not exceeding $5,000,000 (the "SVB Facility") (and Parent agrees that would adversely affect it will provide the consummation Company with reasonable prior notice of its intention of enter into the SVB Facility and will consult with the Company regarding the terms and conditions of the Merger SVB Facility)) or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire debt securities of Parent Common Stock immediately prior or guarantee any debt securities of others; (l) Adopt or (except to the Effective Timeextent necessary to comply with applicable law) amend any employee benefit or stock purchase or option plan, or enter into any employment contract, pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates of its employees other than in the ordinary course of business, consistent with past practice; (m) Revalue any of Parent's assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (n) Pay, discharge or satisfy in an amount in excess of $100,000 (in any one case) or $250,000 (in the aggregate), any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of liabilities of the type reflected or reserved against in the Parent Financials (or the notes thereto); (o) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Return or any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (p) Take any action with the knowledge that such action would, or is reasonably likely to, prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (viq) Take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)(p) above, or any action which would cause or would be reasonably likely to cause any of the conditions to the Merger set forth in Sections 6.1 or 6.2 not to be satisfied.

Conduct of Business of Parent. (a) Except for matters set forth as ----------------------------- contemplated by this Agreement, during the period from the date hereof to the Effective Time, Parent will, and will cause each of its subsidiaries to, conduct its operations in Section 5.2 the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, seek to keep available the service of its current officers and employees and seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the Parent Disclosure Letter or foregoing, and except as otherwise expressly required or permitted by provided in this Agreement or by any financing arrangements entered into by any Agreement, prior to the Effective Time, Parent Company in connection herewith or required by Law or with will not, without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld, conditioned : (a) amend its certificate of incorporation (other than to increase the number of authorized shares of Parent Common Stock) or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith.bylaws; (b) Without limiting the generality split, combine or reclassify any shares of Section 5.2(a)its capital stock; declare, except for matters set forth aside or pay any dividend or other distribution (whether in Section 5.2 cash, stock or property or any combination thereof) in respect of the Parent Disclosure Letter its capital stock; make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or redeem or otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do acquire any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeits securities; (iic) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of Parent; (d) grant options to purchase, or make restricted stock grants with respect to, in excess of 1,000,000 shares of Parent Common Stock under Parent's employee stock option plans or stock purchase plans, except for in connection with any merger acquisition (by merger, consolidation, or consolidation solely among wholly owned Subsidiaries acquisition of Parent not in violation stock or assets) of any instrument binding on corporation, partnership or other business organization or division thereof or any equity interest therein (including, without limitation, in connection with the transactions contemplated by the Davidson Agreement); (e) except as set forth in Section 4.2(e) of the Parent Companies and that would not reasonably be expected to result in a material increase Disclosure Schedule, incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit in the net Tax liability ordinary course of the business and in amounts not material to Parent Companies and its subsidiaries taken as a whole and would except for other indebtedness not present a material risk of any delay exceeding $100,000,000 in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timeaggregate; or (vif) take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v4.2(e).

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of Pending the Merger. Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with covenants and agrees that, during the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement hereof to the Effective Time or (except as otherwise contemplated by the date of the termination terms of this Agreement), as unless the case may beCompany shall otherwise agree in writing in advance, the businesses of Parent shalland its Subsidiaries shall be conducted, in all material respects, only in, and shall cause each of Parent and its Subsidiaries toshall not take any action except in, (i) use reasonable best efforts to conduct its the ordinary course of business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously heretofore conducted andand in compliance with applicable laws; provided, (ii) to the extent consistent therewithhowever, use, and cause each that in no event shall either Parent or any of its Subsidiaries be restricted from making, nor shall they be required to usenotify the Company or obtain the Company's consent prior to making, any acquisitions or dispositions of any businesses or Assets; and Parent and its Subsidiaries shall each use all commercially reasonable best efforts consistent with the foregoing to preserve substantially intact the business organization of Parent and its Subsidiaries, to keep available the Company services of the present officers and employees of Parent and its Subsidiaries (subject to prudent management of workforce needs and goodwill associated therewith. (bongoing programs currently in force) Without limiting and to preserve the generality present relationships of Section 5.2(a)Parent and its Subsidiaries with customers, suppliers, distributors and other persons with which Parent or any of its Subsidiaries has significant business relations. By way of amplification and not limitation, neither Parent nor any of its Subsidiaries shall, except for matters as set forth in Section 5.2 4.2 of the Parent Disclosure Letter or Schedule and as otherwise expressly required or permitted contemplated by the terms of this Agreement, from between the date of this Agreement to and the Effective Time Time, directly or the date of the termination of this Agreementindirectly do, as the case may beor propose or commit to do, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):Company: (ia) amend take any action (without regard to any action taken or permit agreed to be taken by the adoption Company or any of any amendment (whether by merger, amalgamation, scheme its affiliates) with knowledge that such action would prevent the Merger from qualifying as a reorganization within the meaning of arrangement, consolidation Sections 368(a)(1)(A) or otherwise368(a)(2)(D) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeCode; (iib) adopt engage in any activities which would cause a plan change in Parent's status, or that of complete its Subsidiaries, under the 1935 Act, or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in impair the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary ability of Parent to Parent or to another wholly owned Subsidiary claim an exemption as of Parent and (Bright under Section 3(a)(1) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule;1935 Act; and (vc) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans)take, or reclassify, combine, split, subdivide offer or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it propose to take, or commit agree to take in writing or otherwise, any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)or 4.2(b) or any action which would or is reasonably likely to result in (i) a material breach of any provision of this Agreement, (ii) any of the representations and warranties of Parent set forth in this Agreement becoming untrue in any material respect, or (iii) any of the conditions set forth in Article VI not being satisfied.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted as contemplated by this Agreement or by any financing arrangements entered into by any Parent Company to the extent that Southwest otherwise consents in connection herewith or required by Law or with the prior written consent of the Company (writing, which consent shall will not be unreasonably withheld, conditioned or delayed), withheld during the period from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beTime, Parent shallwill conduct its respective operations according to their ordinary and usual course of business and consistent with past practice, and shall cause each of its Subsidiaries to, (i) Parent will use commercially reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact in all material respects their respective business organizations, to maintain in all material respects their present business and to maintain in all material respects satisfactory relationships with customers, suppliers and others having business relationships with them; provided, however, that Parent will not be required to make any payments or enter into or amend any contractual arrangements or understandings to satisfy the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) foregoing obligations. Without limiting the generality of Section 5.2(a)the foregoing, and except for matters as otherwise expressly provided in or contemplated by this Agreement or as set forth in Section 5.2 5.1 of Parent’s Disclosure Schedule, prior to the Effective Time, Parent will not, without the prior written consent of Southwest, which consent will not be unreasonably withheld: (a) amend or otherwise change its Articles of Incorporation or Bylaws or equivalent organizational documents; (b) sell, transfer or dispose of, or authorize the sale, transfer or disposition of, any assets of the Parent Disclosure Letter or any Southwest Subsidiary; (c) acquire (including without limitation by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company, other business organization or any division thereof, or all or substantially all of the assets of any corporation, partnership, limited liability company, other business organization or any division thereof; (d) increase the compensation payable or to become payable to its officers or employees or grant any bonus, severance or termination pay to, or enter into any employment or severance agreement with any director, officer or other employee of the Parent, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (e) take any action, other than reasonable and usual actions in the ordinary course of business and consistent in all material respects with past practice, with respect to accounting policies or procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivable); (f) make any other change with respect to the Parent’s accounting policies, principles, methods or procedures, including, without limitation, revenue recognition policies, other than as otherwise expressly required or permitted by this Agreement, from a concurrent amendment in GAAP made subsequent to the date hereof; (g) make any Tax election that would have continuing effect after the Closing Date or settle or compromise any Tax liability; (h) make any loans to employees (other than advances in the ordinary course of this Agreement business for travel or business expenses); (i) pay, discharge or satisfy any claims, liabilities or obligations in excess of $5,000 in the aggregate (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of claims, liabilities or obligations in the ordinary course of business and consistent with past practice; (j) make any capital expenditures, other than those which (i) are made in the ordinary course of business consistent with past practice or are necessary to maintain existing assets in good repair and (ii) in any event are in an amount of not more than $5,000 in the Effective Time aggregate; or (k) enter into, or the date of the termination of this Agreementpublicly announce an intention to enter into, as the case may beany contract, Parent shall notagreement, and shall not permit any Subsidiary of Parent commitment, plan or arrangement to, do any of the following foregoing actions set forth in this Section 5.1; provided, however, that in the event that the Parent would be prohibited from taking any action by reason of this Section 6.1 without the prior written consent of the Company (which consent shall not Parent, such action may nevertheless be unreasonably withheld, conditioned or delayed): (i) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) to taken if the Parent Charter or is required to do so by law and the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan taking such action informs Southwest in writing of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares of Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) below; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; or (vi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i) through 5.2(b)(v)such requirement.

Conduct of Business of Parent. Except (ai) Except for matters set forth as expressly contemplated by this Agreement, (ii) as described in Section 5.2 4.2 of the Parent Disclosure Letter Schedule, or (iii) to the extent that Company shall otherwise expressly required consent in writing (such consent or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written declination to consent of the Company (which consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date hereof to earlier of this Agreement to the Effective Time or the date of and the termination of this AgreementAgreement in accordance with its terms, as prior to the case may beEffective Time, Parent shalland its subsidiaries shall collectively conduct their operations in the ordinary course of business consistent with past practices, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the foregoing neither Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):nor Acquisition will: (i) amend its Certificate of Incorporation or permit the adoption of any amendment bylaws (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwiseother similar governing instrument) to the Parent Charter or the Parent Bylaws in a manner that would reasonably be likely to adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeStock; (ii) adopt pay or set a plan of complete record date prior to the Effective Date relating to any extraordinary dividend or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1extraordinary distribution; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber knowingly take any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of shares action that would result in a failure to maintain trading of Parent Common Stock upon on the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowNasdaq National Market; (iv) declare, set aside, fail to make in a timely manner any filings with the SEC required under the Securities Act or pay any dividend the Exchange Act or other distribution, payable in cash, equity interests, property or otherwise, with respect to any of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent the rules and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleregulations promulgated thereunder; (v) adjustacquire (by merger, split consolidation or combine any shares acquisition of its capital stock or assets) any corporation, partnership or other person or division or business unit thereof or any equity interests interest therein if such acquisition (except A) would be deemed to be a significant acquisition as defined in connection Rule 11-01(b) (1) of Regulation S-X, or (B) would create a substantial risk of delay in the termination or expiration of any waiting period applicable to the Merger under the HSR Act, provided that the limitations contained in this clause (B) shall not apply to any transaction closing after the termination or expiration of any waiting period applicable to the Merger under the HSR Act; (vi) engage in any action with the cashless exercises intent to directly or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as indirectly adversely impact any of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timetransactions contemplated by this Agreement; or (vivii) take or agree to take, authorize, enter into any Contract obligating it to take, in writing or commit otherwise to take any of the actions described in Sections 5.2(b)(i4.1(b) (i) through 5.2(b)(v4.1(b)(vi) (and it shall use all reasonable efforts not to take any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect).

Conduct of Business of Parent. Except (ai) Except for matters set forth as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.2 4.2 of the Parent Disclosure Letter or otherwise expressly Letter, (iii) as required or permitted by this Agreement law or by any financing arrangements entered into by any Parent Company in connection herewith a Governmental Entity of competent jurisdiction, or required by Law or with (iv) to the prior written consent of extent that the Company (which shall otherwise consent shall not be unreasonably withheldin writing, conditioned or delayed), during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this Agreement, as the case may beAgreement in accordance with its terms, Parent shall, shall and shall cause each of its the Parent Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries their operations in the usual, regular and ordinary course in substantially the same manner as previously conducted of business consistent with past practices and, (ii) to the extent consistent therewith, useand with no less diligence and effort than would be applied in the absence of this Agreement, and cause each seek to preserve intact its current business organizations, keep available the service of its Subsidiaries to use, reasonable best efforts to current key officers and key employees and preserve substantially intact its relationships with customers and suppliers with the business organization of intention that its goodwill and ongoing businesses shall be materially unimpaired at the Company and its Subsidiaries and goodwill associated therewith. (b) Effective Time. Without limiting the generality of Section 5.2(a)the foregoing, except for matters set forth (i) as otherwise permitted or contemplated by this Agreement, (ii) as disclosed in Section 5.2 4.2 of the Parent Disclosure Letter Letter, (iii) as required by law or as by a Governmental Entity of competent jurisdiction, or (iv) to the extent that the Company shall otherwise expressly required or permitted by this Agreementconsent in writing, during the period from the date hereof to the earlier of this Agreement to the Effective Time or the date of and the termination of this AgreementAgreement in accordance with its terms, as neither Parent nor any Parent Subsidiary will: (a) amend its Certificate or Articles of Incorporation (other than to increase the case may be, Parent shall not, and shall not permit any Subsidiary number of authorized shares of Parent to, do any of the following without the prior written consent of the Company Common Stock) or Bylaws (which consent shall not be unreasonably withheld, conditioned or delayed):other similar governing document); (ib) amend authorize for issuance, issue, sell, deliver or permit the adoption of any amendment agree or commit to issue sell or deliver (whether by mergerthrough the issuance or granting of options, amalgamationwarrants, scheme of arrangementcommitments, consolidation subscriptions, rights to purchase or otherwise) to the Parent Charter any stock of any class or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger any other securities (except bank loans) or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders equity equivalents (including any stock options or stock appreciation rights) except for issuances of Parent Common Stock immediately prior or securities convertible into shares of Parent Common Stock totaling, in the aggregate, not more than five percent (5%) of the total number of shares of Parent Common Stock outstanding on the date hereof, and except for the issuance and sale of Shares in connection with the Debenture Transaction or pursuant to the Effective TimeParent Derivatives and Parent Purchase Plans; (iic) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any Parent Subsidiary (other than the repurchase of restricted stock and cancellation of Parent Derivatives following termination of employment with or provision of services to Parent or any Parent Subsidiary); (d) adopt a plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iiie) issue, grant, deliver, sell, pledge, dispose of (i) incur or encumber assume any long-term or short-term debt or issue any debt securities except for (A) shares of capital stockindebtedness incurred in connection with the Debenture Transaction, (B) Parent Voting Debt or other voting securitiesborrowings under existing lines of credit in the ordinary course of business consistent with past practices, (C) borrowings, including refinancings of existing indebtedness of Parent Stock Equivalents and the Parent Subsidiaries, in the amounts described in Section 4.2(e) of the Parent Disclosure Letter on terms not materially less favorable to Parent than the terms described in Section 4.2(e) of the Parent Disclosure Letter, or (D) optionstrade payables arising in the ordinary course of business consistent with past practices; or (ii) mortgage or pledge any of its material properties or assets, warrants tangible or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities ofintangible, or equity interests increate or suffer to exist any material Lien thereupon except to secure indebtedness permitted under clause (i) of this Section 4.2(f); (f) sell, Parentlease, license or dispose of any assets or properties, including, without limitation Parent Intellectual Property, in any single transaction or series of related transactions having a fair market value in excess of Twenty-five Million Dollars ($25,000,000) in the aggregate, other than (1i) sales or licenses of its products in the issuance ordinary course of shares business consistent with past practices and (ii) sales of Parent Common Stock upon the exercise, conversion assets or vesting properties described in Section 4.2(f) of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowDisclosure Letter; (ivg) declareunless required by a change in applicable law or in United States generally accepted accounting principles, set asidechange any of the accounting principles, make practices or pay methods used by it; (h) acquire (by merger, consolidation or acquisition of stock or assets) any dividend corporation, limited liability company, partnership or other distribution, payable in cash, person or any division thereof or any equity interests, property or otherwise, with respect to any of its capital stock or other equity interestsinterest therein, other than (Ai) the acquisitions described in Section 4.2(h) of the Parent Disclosure Letter and (ii) any dividend acquisition or distribution by series of related acquisitions having a Subsidiary fair market value not in excess of Parent Twenty-five Million Dollars ($25,000,000) in the aggregate; (i) knowingly take any action that would result in a failure to Parent or to another wholly owned Subsidiary maintain the trading of Parent and (B) regular quarterly dividends in an amount per share of the Parent Common Stock no greater than on the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeNYSE; or (vij) take or agree to take, authorize, enter into any Contract obligating it to take, in writing or commit otherwise to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)4.2(i) or any action that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect. Notwithstanding the foregoing and any other provision of this Agreement, the Company shall not have the right to control or direct Parent’s operations. Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Conduct of Business of Parent. (a) Except for matters Parent covenants and agrees as to itself and its Subsidiaries that, from the Execution Date and continuing until the earlier of the Effective Time and the termination of this Agreement, except (1) as expressly permitted by this Agreement, (2) as set forth in Section 5.2 5.1(a) of the Parent Disclosure Letter Letter, or (3) to the extent the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall and shall cause its Subsidiaries to conduct their respective businesses in the ordinary course of business consistent with past practice and use reasonable best efforts to (i) maintain and preserve intact its business organization, (ii) keep available the services of key employees and (iii) maintain satisfactory relationships with customers, suppliers and distributors. (b) Without limiting the generality of this Section 5.1, and, except (1) as expressly required or permitted by this Agreement or by any financing arrangements entered into by any Agreement, (2) as set forth in Section 5.1(b) of the Parent Company in connection herewith or Disclosure Letter, (3) as required by Law or with the prior written consent regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (4) to the extent the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date Execution Date and continuing until the earlier of this Agreement to the Effective Time or the date of and the termination of this Agreement, as the case may be, Parent shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to conduct its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, use, and cause each of its Subsidiaries to use, reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, Parent shall not, and shall not authorize or permit any of its Subsidiaries to: (i) in the case of Parent, make any change or amendment, or in the case of any Subsidiary of Parent tomake any material change or amendment, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):to its Organizational Documents; (iii) amend or permit the adoption make any acquisition of any amendment other Person or business (whether by merger, amalgamation, scheme of arrangement, consolidation business combination or otherwise), or purchase any securities or ownership interests or assets of, or make any investment in any Person, in each case, in excess of $5,000,000, other than (A) to ordinary course acquisitions of inventory and equipment, (B) ordinary course overnight investments consistent with the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders cash management policies of Parent Common Stock immediately prior to the Effective Time; and (iiC) adopt a plan of complete intercompany capital contributions or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for any merger or consolidation loans solely among Parent and/or its wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1Subsidiaries; (iii) make aggregate capital expenditures in excess of one hundred and ten percent (110%) of Parent’s 2017 and anticipated 2018 capital budgets, which are set forth on Section 5.1(b)(iii) of the Parent Disclosure Letter, or as required on an emergency basis or for the safety of individuals or the environment; (iv) other than in the ordinary course of business consistent with past practice, (A) make, change or revoke any material Tax election, but excluding any election that must be made periodically and is made consistent with past practice; (B) change any material method of Tax accounting; or (C) settle or compromise any material Tax Proceeding for an amount materially in excess of the amounts accrued or reserved with respect thereto in the Parent Financial Statements; (v) authorize, establish a record date for, declare or pay any dividends or other distribution (in cash, stock or other equity, property or a combination thereof) in respect of any of its capital stock or other equity securities except the declaration and payment of dividends or distributions from any direct or indirect wholly owned Subsidiary of Parent to Parent or any other wholly owned Subsidiary thereof; (vi) split, combine or reclassify any shares of its capital stock or other equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, its capital stock or equity securities, except for any such transaction by a direct or indirect wholly owned Subsidiary of Parent that remains a direct or indirect wholly owned Subsidiary of Parent or any of its Subsidiaries after consummation of such transaction; (vii) repurchase, redeem or otherwise acquire any of its capital stock or other equity securities or any securities convertible into or exercisable for any capital stock or equity securities, other than the acceptance of shares of Parent Common Stock as payment for the exercise price of Parent Stock Options or for withholding taxes incurred in connection with the exercise, vesting or settlement of Parent Equity Awards and dividend equivalents thereon; (viii) issue, grant, deliver, sell, pledgepledge or dispose of, dispose of or encumber authorize the issuance, delivery, sale, pledge or disposition of, any (A) shares capital stock or equity securities of capital stockany class, (B) Parent Voting Debt debt securities having the right to vote on any matters on which holders of capital stock or other voting securities, members or partners of the same issuer may vote or (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable for, or exchangeable for any shares rights, warrants, calls or options to acquire, any such securities, other than issuances by a direct or indirect wholly owned Subsidiary of Parent of capital stock or voting equity securities ofto such Person’s parent or any other direct or indirect wholly owned Subsidiary of Parent, or sell, pledge or dispose of any equity interests interest in (or other interest that is convertible or exchangeable into any equity interest in) Parent or any of its Subsidiaries, Parentin each case, other than excluding (1) the issuance of shares of Parent Common Stock upon in respect of the exercise, conversion exercise or vesting settlement of derivative Parent Equity Awards that are outstanding on the Execution Date or convertible securities granted thereafter in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, clause (2) pursuant of this Section 5.1(b)(viii) in accordance with their terms and (2) grants of Parent Equity Awards made in the ordinary course of business, consistent with past practice, in respect of up to a Parent Stock Plan or (3) the issuance an aggregate of 1,300,000 shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowStock; (ivix) declaresell, set asideassign, make lease, transfer or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to otherwise dispose of any of its capital stock assets or properties (including any Equity Interests in any other equity interestsPerson), other than (A) any dividend or distribution sales of Hydrocarbons, inventory and obsolete equipment in the ordinary course of business by a Subsidiary of Parent to Parent or any of its Subsidiaries and (B) sales of assets to another third parties for a purchase price that does not exceed $5,000,000 in the aggregate; (x) (A) settle any claims, demands, lawsuits or state or federal regulatory Proceedings for damages to the extent such settlements assess damages in excess of $5,000,000 in the aggregate (other than any claims, demands, lawsuits or proceedings to the extent insured (net of deductibles), reserved against in the Parent Financial Statements or covered by an indemnity obligation not subject to dispute or adjustment from a solvent indemnitor) or (B) settle any claims, demands, lawsuits or state, local, or federal regulatory Proceedings seeking an injunction or other equitable relief where such settlements would or would reasonably be expected to materially impair the business of the Parent Entities, taken as a whole, except, in the case of clauses (A) and (B) of this paragraph (x), relating to Taxes; (xi) create, incur, guarantee or assume any Indebtedness for borrowed money other than (A) Indebtedness outstanding on the Execution Date, (B) borrowings under the Existing Parent Credit Facility in accordance with its terms as of the date hereof (except as it may be amended to permit the Merger and the Transactions contemplated hereby, and in connection with the addition of the Company or any of its Subsidiaries as parties thereto at or after the Closing Date), and (C) Indebtedness solely among Parent and/or any Subsidiaries thereof; (xii) merge with or into, or consolidate with, any other Person or acquire all or substantially all of the business or assets of any other Person, except transactions between Parent and any direct or indirect wholly owned Subsidiary of Parent and or between direct or indirect wholly owned Subsidiaries of Parent; (xiii) take any action with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up; (xiv) change or modify any material accounting policies, except as required by GAAP; (xv) except in the ordinary course of business, (A) modify, make any material amendment to or voluntarily terminate, prior to the expiration date thereof, any Parent Material Contracts; (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or enter into any agreement with respect to a Contract after the voting of any of Parent’s capital stock, in each case in a manner Execution Date that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted a Parent Material Contract described in Section 3.12(a) if entered into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeExecution Date; or (C) waive any default by, or release, settle or compromise any claim against, any other party to a Parent Material Contract; or (vixvi) agree to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described above. (c) During the period from the Execution Date through the Effective Time, none of New Parent, Parent Merger Sub or Rio Grande Merger Sub shall engage in Sections 5.2(b)(iany activity of any nature except for activities related to or in furtherance of the Transactions (including enforcement of its rights under this Agreement) through 5.2(b)(v)or as provided in or expressly contemplated by this Agreement.

Conduct of Business of Parent. During the period from the date of this Agreement until the earlier of the valid termination of this Agreement or the Effective Time, except (ai) Except for matters as may be required by applicable Law, (ii) with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, (iii) as permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beSchedule, Parent shall, and shall cause each of its Subsidiaries to, (i) use commercially reasonable best efforts to (A) conduct its business in all material respects in the ordinary course of business, (B) maintain and preserve intact its business organization, (C) keep available the business services of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted and, (ii) to the extent consistent therewith, useexecutive officers, and cause each of its Subsidiaries to use(D) maintain satisfactory relationships with customers, reasonable best efforts to preserve substantially intact the suppliers and distributors having material business organization of the Company and its Subsidiaries and goodwill associated therewith. (b) relationships with Parent. Without limiting the generality foregoing, during the period from the date hereof until the earlier of Section 5.2(a)the valid termination of this Agreement or the Effective Time, except for matters (w) as may be required by applicable Law, (x) with the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed, (y) as permitted by this Agreement or (z) as set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may beSchedule, Parent shall not, and shall cause its Subsidiaries not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed):: (ia) amend or permit the adoption of any amendment (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) the Organizational Documents of Parent or any of its Subsidiaries (other than ministerial or immaterial changes to the Organizational Documents of any Subsidiaries of Parent), or otherwise take any action to exempt any person from any provision of the Organizational Documents of Parent Charter or any of its Subsidiaries; (b) split, combine, subdivide, amend the terms of or reclassify any of its capital stock, except for any such transaction by a wholly owned Subsidiary of the Parent which remains a wholly owned Subsidiary of the Parent after consummation of such transaction; (c) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the Parent Bylaws in a manner that would adversely affect the consummation occurrence of certain events) into or exchangeable for any shares of its capital stock, except (i) dividends paid by any of the Merger wholly owned Subsidiaries of Parent to Parent or would affectto any other wholly owned Subsidiaries of Parent or (ii) the acceptance, following the Effective Time, the holders surrender or withholding of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to as payment for withholding Taxes incurred in connection with the Effective Timevesting or settlement of Parent Equity Awards in accordance with past practice and the terms of the Parent Equity Plan as in effect on the date hereof; (d) (i) issue, sell, grant, pledge or otherwise permit to become outstanding, encumber or subject to any Lien any shares of its capital stock or other equity securities or interests or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or other equity securities or interests or any options, warrants, or other rights of any kind to acquire any shares of its capital stock or other equity securities or interests, including any Parent Equity Awards, except pursuant to the exercise or settlement of Parent Equity Awards outstanding on the date hereof in accordance with their terms as in effect on the date hereof or pursuant to the grant of Parent Equity Awards in accordance with Section 5.2(d) of the Parent Disclosure Schedule, or (ii) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other equity securities or interests; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than transactions between the Parent and any direct or indirect wholly owned Subsidiary of the Parent or between direct or indirect wholly owned Subsidiaries of the Parent; (f) (i) incur, assume, endorse, guarantee or otherwise become liable for any Indebtedness or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) any merger Indebtedness for borrowed money among Parent and wholly owned Subsidiaries of Parent or consolidation solely among wholly owned Subsidiaries of Parent, (B) Indebtedness for borrowed money incurred to modify, replace, renew, extend, refinance or refund any existing Indebtedness for borrowed money of Parent or any of the Subsidiaries of Parent, so long as the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the outstanding principal amount of the Indebtedness so modified, replaced, renewed, extended, refinanced or refunded except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable and customary amounts paid, and fees, premiums, penalties and expenses reasonably incurred, in violation connection with such refinancing, (C) guarantees by Parent of Indebtedness for borrowed money of wholly owned Subsidiaries of Parent or guarantees by wholly owned Subsidiaries of Parent of Indebtedness for borrowed money of Parent or any instrument binding wholly owned Subsidiaries of Parent, which Indebtedness is incurred in compliance with this Section 5.1(f), (D) Indebtedness incurred under the Getty Images Credit Agreement and (E) Indebtedness incurred in connection with any Financing; or (ii) incur any Lien on any of its material property or assets, except for Permitted Liens or Liens arising out of any Financing; (g) make any loans or advances to any other person; (i) sell, transfer, mortgage, license, pledge, divest, surrender, cancel, abandon, allow to lapse, encumber or otherwise dispose of any of its material real or tangible properties or assets to any person other than to Parent or a wholly owned Subsidiary of Parent, other than sales of inventory or of obsolete equipment in the ordinary course of business, or (ii) cancel, release, waive, forgive or assign any Indebtedness of any person owed to it or any claims held by it against any person other than the release of immaterial claims held by it in the ordinary course of business; (i) (i) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any assets or properties of any other person (including any division or line of business thereof), or (ii) make any investment in or loan to any other person either by purchase of stock or securities, contributions to capital, or property transfers, except, in each case, for (A) the purchase of equipment and supplies in the ordinary course of business, (B) inbound paid-up licenses of Intellectual Property in the ordinary course of business or (C) acquisition of content on terms and aggregate cost consistent with past practice in all material respects; (j) other than Standard IP Agreements and other non-exclusive licenses, sublicenses, covenants not to assert or other non-exclusive grants of rights, (i) sell, assign, transfer, license, sublicense, grant immunities from suit, covenant not to assert or otherwise dispose of any material Owned Intellectual Property of Parent or its Subsidiaries or (ii) allow any material Registered Intellectual Property of Parent or its Subsidiaries to lapse or go abandoned, other than at the end of its term; (k) materially downgrade the integrity or security of any IT Assets of any of Parent or any of its Subsidiaries; (i) except as required or requested by Law or as part of any audit or examination by a regulatory authority or self-regulatory authority, disclose (or authorized to be disclosed) or become subject to any duty or obligation to disclose any material Trade Secret or material confidential information to any person other than to persons subject to a duty of confidentiality under applicable Law or pursuant to a written agreement restricting the disclosure and use of such Trade Secrets or confidential information by such person; or (ii) subject any such Software included in the Owned Intellectual Property of Parent or its Subsidiaries to Copyleft Terms in a manner that has or would require any public distribution of any such Software, restrict in any material respect the Parent’s or any of its Subsidiaries’ rights to use or license or otherwise exploit any material Software included in the Owned Intellectual Property of the Parent Companies and or its Subsidiaries, or a requirement that any other licensee of such Software be permitted to modify, make derivative works of or reverse-engineer any such Software; (m) during any fiscal year, make, or make any commitments (for such fiscal year) with respect to, capital expenditures in excess of the amount allocated for such year in Parent’s capital expenditure budget set forth on Section 5.2(m) of the Parent Disclosure Schedule plus 20% (regardless of when the amounts would be paid); (n) other than in the ordinary course of business, (i) renew or terminate (other than upon the expiration of its term pursuant to the terms thereof as in effect as of the date hereof), materially amend, or waive, release or assign any material right under, any Parent Material Contract or Parent Material Lease or enter into any Contract that would constitute a Parent Material Contract or Parent Material Lease if it were in effect on the date of this Agreement, in each case, other than (A) Contracts for the acquisition of content on terms and aggregate cost consistent with past practice in all material respects or (B) Contracts relating to use of Owned Intellectual Property of Parent or its Subsidiaries in connection with machine learning or artificial intelligence applications, or (ii) waive, release or let lapse any material right or value in respect of any material assets of Parent; (o) except as required by the terms of any Parent Employee Benefit Plan as in effect on the date of this Agreement, (i) increase the compensation or benefits payable or to become payable to any of its current or former directors, officers, employees or individual independent contractors, other than in the ordinary course of business consistent with past practice, (ii) grant to any of its directors, officers, employees or individual independent contractors any new, or increase in, severance or termination pay, other than in the ordinary course of business consistent with past practice, (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than (A) with respect to cash awards, bonus and incentive compensation, in the ordinary course of business consistent with past practice and (B) with respect to equity or equity-based incentives, in accordance with Section 5.2(d) of the Parent Disclosure Schedule, (iv) establish, adopt, enter into, materially amend or terminate any material Parent Employee Benefit Plan, other than offer letters that provide for no severance, retention or change of control benefits, (v) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors, (vi) terminate the employment or service of any employee or individual independent contractor, other than for cause or in the ordinary course of business consistent with past practice, or (vii) hire any employee or individual independent contractor, other than in the ordinary course of business consistent with past practice; (p) (i) modify, renew, extend, terminate or enter into any CBA or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of Parent or its Subsidiaries as the bargaining representative for any employees of Parent or its Subsidiaries; (q) implement or adopt any material change in its financial accounting principles, practices or methods, other than as may be required by changes in GAAP; (r) settle or compromise any Proceeding (other than any such Proceeding commenced by Parent or its Subsidiaries), except for settlements or compromises that (i) involve solely monetary remedies with a value (net of insurance proceeds actually received) not in excess of $1,000,000 individually or $5,000,000 in the aggregate, (ii) do not impose any material restriction on Parent’s business or the business of any of Parent’s Subsidiaries, and (iii) do not relate to any litigation by Xxxxxx’s stockholders in connection with this Agreement or the Transactions; (s) (i) make, change or revoke any material Tax election, (ii) change or adopt any Tax accounting period or material method of Tax accounting, (iii) file any amended Tax Return that would reasonably be expected to result in a material increase in Tax liability, (iv) enter into any “closing agreement” within the net meaning of Section 7121(a) of the Code (or any similar provision of state, local or non-U.S. Law) or other material agreement with any taxing authority in respect of any material Tax Return or material amount of Taxes, (v) fail to timely pay any material Tax or file any material Tax Return when due (taking into account any valid extension of time within which to pay or file), (vi) settle or compromise any material Tax liability or any audit, assessment, investigation, examination or other Proceeding relating to a material Tax Return or material amount of Taxes, or surrender any right to claim a material refund of Taxes or (vii) except in the ordinary course of business, agree to an extension or waiver of the Parent Companies taken as a whole and would not present statute of limitations with respect to a material risk amount of any delay in the receipt of any approvals required under Section 6.1Taxes; (t) materially reduce the amount of insurance coverage under, or fail to renew any existing, insurance policies; (u) effect or permit a plant closing, mass layoff or similar event that would trigger the WARN Act; (i) amend any Parent Permits in any material respect (other than amendments in the ordinary course of business in a manner not adverse to Parent or its Subsidiaries), (ii) terminate, fail to diligently pursue any application for or allow to lapse, any material Parent Permits, or (iii) issuetake any action, grantor fail to take any action, deliverthat would reasonably be expected to result in the material loss, sellexpiration, pledge, dispose of termination or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities surrender of, or equity interests inwould reasonably be expected to result in the loss of any material benefit under, Parentor be reasonably expected to cause any Governmental Entity to institute Proceedings for the suspension, other than (1) the issuance of shares of revocation or limitation of, any material Parent Common Stock upon the exercise, conversion or vesting of derivative or convertible securities in accordance with the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowPermits; (ivw) declare, set aside, make or pay enter into any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to any material new line of business outside of its capital stock or other equity interests, other than (A) any dividend or distribution by a Subsidiary of Parent to Parent or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates in accordance with Parent’s customary dividend scheduleexisting business; (vx) adjustenter into, split extend, amend or combine terminate any shares of its capital stock material interest rate, currency, equity, commodity or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant to the vesting or exerciseswaps, as the case may bexxxxxx, of Parent Stock Awards derivatives, forward sales Contracts or other equity awards similar financial instruments other than in the ordinary course of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock or other equity interests, or business; (y) enter into any agreement with respect Contract pursuant to which, immediately following the voting of Closing, any rights under any of Parentthe Intellectual Property owned or licensed by the Company or the Company’s capital stockAffiliates (other than Parent or its Subsidiaries) will be granted, in each case in licensed or otherwise transferred to a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Timethird party; or (viz) agree to take, authorize, enter into or make any Contract obligating it commitment to take, or commit to take any of the foregoing actions described in Sections 5.2(b)(i) through 5.2(b)(v)that are prohibited pursuant to this Section 5.2.

Conduct of Business of Parent. (a) Except for matters set forth in Section 5.2 of During the Parent Disclosure Letter or otherwise expressly required or permitted by this Agreement or by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to and continuing until the Effective Time or the date earlier of the termination of this AgreementAgreement and the Effective Time, except as expressly contemplated by this Agreement Parent agrees (except to the case may be, Parent shall, and extent that the Company shall cause each of its Subsidiaries to, otherwise consent in writing) (i) use reasonable best efforts to conduct carry on its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as previously conducted heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due (except for any of such which are being contested in good faith), and, to the extent consistent with such business, to use all commercially reasonable efforts to preserve intact its present business organization, (ii) to keep available the extent consistent therewith, useservices of its present officers and key employees, and cause each (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its Subsidiaries to use, reasonable best efforts to preserve substantially intact goodwill and ongoing businesses at the business organization of Effective Time. During the Company and its Subsidiaries and goodwill associated therewith. (b) Without limiting the generality of Section 5.2(a), except for matters set forth in Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this Agreement, period from the date of this Agreement to and continuing until the Effective Time or the date earlier of the termination of this Agreement and the Effective Time, Parent shall promptly notify the Company of any event or occurrence not in the ordinary course of its business. Except as expressly contemplated by this Agreement, as the case may be, Parent shall not, and shall not permit any Subsidiary of Parent to, do any of the following without the prior written consent of the Company. (a) Enter into any commitment, activity or transaction not in the ordinary course of business. (b) Amend or otherwise modify (or agree to do so), except in the ordinary course of business consistent with past practice, or violate the terms of, any of the agreements set forth or described in Parent Disclosure Schedules; (c) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Parent Common Stock. (d) Cause or permit any amendments to its Memorandum and Articles of Association; (e) Acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Parent; (f) Sell, lease, license or otherwise dispose of any of its properties or assets, except in the ordinary course of business and consistent with past practice; -42- 50 (g) Incur any indebtedness or guarantee any such indebtedness of any other party or issue or sell any debt securities of the Company or guarantee any debt securities of others; (which consent shall not be unreasonably withheld, conditioned h) Grant any loans to others or delayed):purchase debt securities of others or amend the terms of any outstanding loan agreement except in the ordinary course of business and consistent with past practices; (i) amend or permit Take any action, including the adoption acceleration of vesting of any amendment (whether by mergeroptions, amalgamationwarrants, scheme of arrangement, consolidation or otherwise) to the Parent Charter or the Parent Bylaws in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective Time; (ii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization restricted stock or other reorganization, except for any merger or consolidation solely among wholly owned Subsidiaries of Parent not in violation of any instrument binding on any of the Parent Companies and that would not reasonably be expected rights to result in a material increase in the net Tax liability of the Parent Companies taken as a whole and would not present a material risk of any delay in the receipt of any approvals required under Section 6.1; (iii) issue, grant, deliver, sell, pledge, dispose of or encumber any (A) shares of capital stock, (B) Parent Voting Debt or other voting securities, (C) Parent Stock Equivalents or (D) options, warrants or other securities convertible into or exercisable or exchangeable for any shares of capital stock or voting securities of, or equity interests in, Parent, other than (1) the issuance of acquire shares of Parent Common Stock upon Stock, which would be reasonably likely to interfere with Parent's ability to account for the exercise, conversion Merger as a pooling of interests or vesting of derivative or convertible securities in accordance with any other action that could jeopardize the terms under the Parent Stock Plans as of the date of this Agreement, (2) pursuant to a Parent Stock Plan or (3) the issuance of shares of Parent Common Stock or other securities of Parent in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions permitted under clause (vi) belowtax-free reorganization hereunder; (ivj) declare, set aside, make or pay any dividend or other distribution, payable in cash, equity interests, property or otherwise, with respect to Revalue any of its capital stock assets (including without limitation writing down the value of inventory or other equity interests, writing off notes or accounts receivable) other than (A) any dividend or distribution by a Subsidiary in the ordinary course of Parent to Parent or to another wholly owned Subsidiary of Parent business and (B) regular quarterly dividends in an amount per share of Parent Common Stock no greater than the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, consistent with record and payment dates in accordance with Parent’s customary dividend schedulepast practice; (vk) adjust, split or combine any shares of its capital stock or other equity interests (except in connection with the cashless exercises or similar transactions (including withholding of Taxes) pursuant Fail to the vesting or exercise, as the case may be, of Parent Stock Awards or other equity awards of Parent outstanding as of the date hereof or issued pursuant to Parent Stock Plans), or reclassify, combine, split, subdivide pay or otherwise amend the terms of satisfy its capital stock monetary obligations as they become due, except such as are being contested in good faith; (l) Grant any exclusive license of, sell or other equity interestsassign, or enter into any agreement with respect to the voting of any of Parent’s capital stock, in each case in a manner that would adversely affect the consummation of the Merger or would affect, following the Effective Time, the holders of Company Common Stock whose shares may be converted into material Parent Common Stock pursuant hereto in a manner different than holders of Parent Common Stock immediately prior to the Effective TimeIntellectual Property; or (vim) Take, or agree in writing or otherwise to take, authorize, enter into any Contract obligating it to take, or commit to take any of the actions described in Sections 5.2(b)(i4.2(a) through 5.2(b)(v)(l) above, or any other action that would prevent Parent from performing or cause Parent not to perform its covenants hereunder.