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. (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 set forth in Section 5.2 of the Parent Disclosure Letter or otherwise expressly required or permitted as contemplated by this Agreement or as permitted by any financing arrangements entered into by any Parent Company in connection herewith or required by Law or with the prior written consent provisions of this Section 5.2, during 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 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 subsidiaries to conduct its business and the business of its Subsidiaries operations in the usual, regular and ordinary course in substantially the same manner as previously conducted of business consistent with past practice and, (ii) to the extent consistent therewith, usewith 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, seek to keep available the service of its Subsidiaries to use, reasonable best efforts current officers and employees and seek to preserve substantially intact its relationships with customers, suppliers and others having business dealings with it to the business organization of end that goodwill and ongoing businesses shall be unimpaired in any material respect at the Company and its Subsidiaries and goodwill associated therewith. (b) Effective Time. Without limiting the generality of Section 5.2(a)the foregoing, and except for matters set forth as otherwise expressly provided in this Agreement or Section 5.2 of the Parent Disclosure Letter or as otherwise expressly required or permitted by this AgreementSchedule, from the date of this Agreement prior 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 Subsidiary of Parent its subsidiaries to, do any of the following without the prior written consent of the Company Company: (a) amend its certificate or articles of incorporation or bylaws (or other similar governing instrument) in a manner which consent shall not be unreasonably withheldadversely affects the rights, conditioned powers and preferences of the Parent Common Stock, except as expressly contemplated by this Agreement; (b) authorize for issuance, issue, sell, deliver or delayed): 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 or equity equivalents (including, without limitation, any stock options or stock appreciation rights), except for (i) amend the issuance or permit the adoption sale 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 shares 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 to outstanding options granted prior to the date hereof under the Parent Option Plans, or (ii) the granting of options (having an exercise price not less than holders the fair market value of the Parent Common Stock at the time of grant) to purchase up to 50,000 shares of Parent Common Stock immediately prior under the Parent Option Plans (c) 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 any shares of its capital stock or otherwise make any payments to the Effective Timeshareholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of its subsidiaries; (iid) 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 (except that Parent and/or any subsidiary of Parent may adopt a plan of merger in connection with (i) a merger of any subsidiary of Parent into Parent or another subsidiary of Parent or (ii) an acquisition or disposition of a business or assets otherwise permitted by this Section 5.2); (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of Parent or any of its subsidiaries, 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 such alteration which would not reasonably be expected 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 6.1Material Adverse Effect on Parent; (iiif) issueexcept as may be required by Law, grant(i) enter into, deliveradopt or amend or terminate any bonus, sellprofit sharing, pledgecompensation, dispose of or encumber any (A) shares of capital severance, termination, stock option, stock appreciation right, restricted stock, (B) Parent Voting Debt performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance or other voting securitiesemployee benefit agreement, (C) Parent Stock Equivalents or (D) optionstrust, warrants plan, fund, award or other securities convertible into arrangement for the benefit or exercisable welfare of any director, officer or exchangeable for employee in any shares of capital stock or voting securities of, or equity interests in, Parent, other than manner (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) renewals (following reasonable prior notice to the Company) of employment arrangements with any dividend officer or distribution by a Subsidiary manager (or replacement for any officer or manager) on terms substantially similar to such officer's or manager's (or replaced officer's or manager's) existing agreement or the entering into of Parent to Parent employment arrangements with talent hired in the ordinary course of business consistent with past practice or to another wholly owned Subsidiary of Parent and (B) regular quarterly dividends with respect to employees (but not executive officers or directors), severance or termination arrangements in an amount per share the ordinary course of Parent Common Stock no greater than business consistent with past practice or with respect to payments not in excess of $25,000 in any one case, or $100,000 in the quarterly dividend declared and to be paid by Parent during the fiscal quarter ended March 31, 2018, with record and payment dates aggregate or in accordance with Parent’s customary dividend schedule; (v) adjust, split or combine any shares of its capital stock or other equity interests (except 's severance guidelines 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 effect on the date hereof or issued pursuant to Parent Stock Planshereof), 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 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 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 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. (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 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 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.

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 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 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 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. (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 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 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 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 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. (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 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. (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 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 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. 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.