Common use of Conduct of Business of Sellers Clause in Contracts

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall use their commercially reasonable efforts to (w) carry on their business in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (i) as required by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall not: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Person; (ii) sell or lease to any Person, in a single transaction or series of related transactions, any of the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xvii) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. (a) Except During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 4.4 or the Closing, except (i1) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise by applicable Law, Order or a Governmental Body, (ii2) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as otherwise expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII8.1(a), unless or (3) with the prior written consent of the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall each Seller shall: (i) conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Business; (ii) use their commercially reasonable efforts to (w) carry on their preserve the goodwill and business in the Ordinary Course, (x) preserve relationships of the Business and keep available the Acquired Assets services of its current officers and satisfactorily performing Employees, pay when due all accounts payable, comply with all applicable Laws and, to the extent consistent therewith, preserve the assets (excluding sales tangible and intangible) of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relationsBusiness. (b) Except During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 4.4 or the Closing, except (i1) as required by applicable Law, Order or a Governmental Body, (ii2) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as otherwise expressly required contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII8.1(a), unless or (3) with the prior written consent of the Purchaser otherwise consents in writing (such consent not to be unreasonably withheldwithheld or conditioned and, delayed or conditionedin the event that Sellers request Purchaser’s consent in writing and Purchaser does not provide a written response within four (4) Business Days after such request, Purchaser shall be deemed to have provided its prior written consent to such request), each of the Sellers shall not:not (except in the Ordinary Course of Business): (i) mortgage, pledge or subject to any Encumbrance (Aother than a Permitted Encumbrance) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness the Business or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Personthe Purchased Assets; (ii) sell sell, assign, license, transfer, convey, lease, surrender, relinquish or lease to any Person, in a single transaction or series otherwise dispose of related transactions, any of the Acquired Purchased Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in to the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Courseextent permitted by this Agreement; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) grant any increase in the Ordinary Courserate or terms of compensation to any of its Employees, or increase the benefits payable under any Seller Plan; (iv) except for acquisitions made with Purchaser’s prior written consent, make enter into any acquisition of, or investment in, Contract to do any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed or agree to exclude any acquisition of capital stock or of a material portion of the assets of any other Persondo anything prohibited by this Section 8.1(b); (v) except as required pursuant to terminate the terms employment of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (Business Employee other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Planfor good cause; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions;or (vi) enter into any other Contract or make any material changes commitment involving an amount in financial accounting methods, principles or practices in effect as excess of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xvii) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each Purchaser will prepare, at Purchaser’s expense, appropriate documents, including articles of Purchaser amendment, changing Sellers’ name so as to effectuate the transfer of the Purchased Names and any of like names or combinations of words or derivations thereof to Purchaser. Promptly after the Closing Date, Sellers will, at Purchaser’s expense, file such forms with the appropriate Governmental Body and promptly deliver evidence of such name change to the Purchaser. Following the Closing, Sellers shall exercise, consistent with cease using the terms Purchased Names and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsany derivations thereof.

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting During the period from the Bankruptcy Cases Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 3.4 or otherwise applicable Lawthe Closing, Order or a Governmental Bodyexcept (1) for any limitations on operations imposed by the DIP Credit Agreement, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may beCode, (iii2) as required by applicable Law, (3) as otherwise expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during 8.1 or (4) with the period from prior written consent of the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers each Seller shall, and shall use their commercially reasonable efforts to cause each of its direct and indirect subsidiaries to: (wi) carry on their business conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course, Course of Business in all material respects; (ii) use its commercially reasonable best efforts to (x) preserve the Business goodwill of and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any Governmental Bodies, customers, suppliers, vendors, payorslessors, partnerslicensors, Governmental Bodieslicensees, licensors contractors, distributors, agents, Employees and licensees others having business dealings with the Business; and other Persons (y) comply in all material respects with which they have all applicable Laws and, to the extent consistent therewith, preserve their material business relationsassets (tangible and intangible), including the IT Assets; and (iii) pay any administrative expenses as and when due from immediately available cash, cash generated from the operation of the Business and funds available pursuant to and in accordance with the DIP Credit Agreement. (b) Except During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 3.4 or the Closing, except (i1) for any limitations on operations or other activities imposed by, or actions required by, the DIP Credit Agreement, the Bankruptcy Court or the Bankruptcy Code, (2) as required by applicable Law, Order or a Governmental Body, (ii3) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as otherwise expressly required contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.18.1, during or (4) with the period from prior written consent of the date Purchaser each of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall notnot and shall cause each of its direct and indirect subsidiaries not to: (i) mortgage, pledge or subject to any Encumbrance (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness other than a Permitted Encumbrance or any debt securities other Encumbrance which will be removed at Closing by effect of another Person the Sale Order or enter into otherwise) the Business or any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Personthe Purchased Assets; (ii) sell sell, assign, license, transfer, convey, lease, surrender, relinquish or lease to any Person, in a single transaction or series otherwise dispose of related transactions, any of the Acquired Assets Purchased Assets, except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in to the conduct of extent permitted by the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary CourseDIP Loan Documents; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) other than in the Ordinary CourseCourse of Business, as required by a Bankruptcy Court order or as authorized by a Bankruptcy Court order entered on or prior to the Execution Date, cancel or compromise any material debt or claim or waive or release any material right of any Seller that constitutes a Purchased Asset or otherwise relates to the Business; (iv) (A) enter into any new Contract or renew any existing Contract requiring payments by Sellers in excess of $500,000 over the twelve-month period immediately following the execution thereof and (B) cancel, terminate, amend, modify, supplement or rescind any Material Contract or any terms of any Material Contract, except for acquisitions made with Purchaser’s prior written consent, make the purpose of effecting any acquisition of, changes in applicable Law or investment in, any properties, assets, securities implementing regulatory requirements or business (including in response to a breach or default by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person)party thereto; (v) except as required pursuant abandon any rights under any Material Contract or breach any Material Contract in any material respect; (vi) incur any material expenditure associated with the Purchased Assets that would be an Assumed Liability; (vii) incur or permit to be incurred any Liability (other than in connection with the terms performance of any Non-Assumed Contracts or execution of any Contracts that are not Material Contracts in the Ordinary Course of Business) that would be an Assumed Liability, or would increase in any material respect the amount of the Assumed Liabilities; (viii) fail to replenish the Inventory of the Business in the Ordinary Course of Business; (ix) Hire any Person outside of the ordinary course of business or terminate any Employee other than for cause; (x) (A) with respect to any Employee who currently earn $75,000 or more annually, increase the salary, bonus or severance arrangements of such Employee or amend, modify, terminate or enter into any employment or severance Contract with such Employee and (B) with respect to all other Employees, take any of the foregoing actions other than in the Ordinary Course of Business; (xi) (A) enter into, amend or terminate any Seller Plan, (1B) grant exercise any discretion to accelerate the vesting or payment of any employee compensation or benefit under any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant Seller Plan to any current or former employee any material increase in severanceemployee, retention officer or termination paydirector, or other service provider of Sellers, (3C) grant any new awards under any Seller Plan or amend (D) take any equity action to fund the payment of compensation or benefits under any Seller Plan to any current or former employee, officer or director, or other incentive awards service provider of Sellers, except (except that X) in the Company: case of Clauses (A) may provide increases in salaryor (D), wages or benefits to non-executive officer employees in the Ordinary Course of business; Business with respect to employees of Sellers who are not currently, and have never been, officers or directors of any Seller and (BY) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course case of business; and (C) enter into agreements with consultants in the Ordinary Course of business)all Clauses, to conform to applicable Law or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits as may be required under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value Plan that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1the date hereof; (xii) make or rescind any material Tax election or take any material Tax position (unless required by Law) or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, 2022policies or practices, or settle any Tax Liability, except insofar in each case as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse EffectLiability to the Purchaser or the Business; (viixiii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) institute, settle or agree to settle or modify in any manner that is adverse to the Business, the Purchased Assets or any International Subsidiary, any litigation, action or proceeding before any court or Governmental Body relating to the Purchased Assets and that is or will be an Assumed Liability; (xiv) (A) take any action that reasonably jeopardizes the validity of or results in the revocation, surrender or forfeiture of, any of the Material Permits necessary or desirable for the continued operation of the Business, (B) fail to use commercially reasonable efforts to prosecute with due diligence any material pending applications with respect to the Material Permits, including any renewals thereof, (C) with respect to the Material Permits, fail to make all filings and reports and pay all material fees necessary or threatened Action against reasonably appropriate for the continued operation of the Business of Sellers, as and when such approvals, consents, permits, licenses, filings, or reports or other authorizations are necessary or appropriate or (D) fail to initiate appropriate steps to renew any Material Permits held by Sellers that are scheduled to terminate prior to or within sixty (60) days after the Closing or to prosecute, up to the Closing, any pending applications for any Material Permit, in each case, to the extent the same is transferrable or assignable; (xv) transfer, assign or abandon or grant any material rights or modify any existing rights under any Seller that would reasonably be expected Intellectual Property, or enter into any settlement regarding the breach or infringement, misappropriation, dilution or other violation of any Intellectual Property right; (xvi) make, commit to result in an make or incur any material Liability for capital expenditures except to the extent permitted by the DIP Loan Documents; (xxvii) shut down or idle any Seller being enjoined from consummating manufacturing or other facility (other than any facility which is included among the transactions contemplated by Excluded Assets or which is shut down or idle as of the execution date of this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ixxviii) enter into any collective bargaining agreement or other agreement with a labor union; (xix) other than in the Ordinary Courseordinary course of business, reject, terminate incur any trade payable or cancel administrative expense (other than at its stated expiry dateor series of related trade payables or administrative expenses) or modify, amend or waive any material rights under any Material Contractin excess of $75,000; (xxx) other than in the Ordinary Courseordinary course of business, sell, pledge, covenant not allow any International Subsidiary to assert, transfer, assign, abandon, dispose of, permit to lapse or grant incur any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted payable in the Ordinary Course and expirations excess of Seller Registered IP at the end of the full applicable statutory term)$75,000; (xixxi) cancel or terminate enter into any insurance coverage with respect Contract to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in do any of the Excluded Stores from the DC; (xiv) move any Inventory foregoing or Retained Inventory from any Excluded Store agree to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xvii) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actionsdo anything prohibited by this Section 8.1(b). (c) Nothing contained Promptly after the Closing Date, Sellers will (i) revoke any filing, that they may have made heretofore with any Governmental Body relating to their use of the Purchased Names and of any like names or combinations of words or derivations thereof; (ii) at their expense, prepare and file with the appropriate Governmental Body appropriate documents, including, but not limited to, articles of amendment, changing their name so as to effectuate the same and promptly deliver evidence of such name change to the Purchaser; and (iii) cease using the Purchased Names, and any derivations thereof. (d) In addition to advancing funds (in this Agreement is intended accordance with Section 2.1(a)(iii) and the Wind-Down Budget) for the payment of an administrator designated by the Sellers to give Purchaser implement the wind-down of the Chapter 11 Case (the “Estate Administrator”), pursuant to the Wind-Down Budget, during the period between the Closing Date and the earlier of (A) entry of a final decree in the Chapter 11 Case and (B) the conversion or its Affiliates, directly or indirectlytermination of the Chapter 11 Case, the right to control or direct any Seller’s Subsidiary’s operations or business prior Purchaser will make available to the ClosingSellers certain individual employees (experienced in performing the relevant functions) on a cost-free basis and permit such individual employees to perform, at reasonable times on Business Days, the functions listed on Schedule 8.1(d) at the direction of the Sellers, conditioned upon the entry of a the Sale Order expressly providing that, other than making such employees so available, the Purchaser has no, and nothing contained in this Agreement is intended will not be subject to give any Sellerany, directly responsibility, fiduciary duty or indirectly, Liability with respect to such functions or the right to control or direct Purchaser’s or its Subsidiariesindividual employees’ operations. Prior to the Closing, each performance of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationssuch functions.

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise by applicable Law, Order or a Governmental BodyAuthority, (ii) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may beCourt, (iii) as expressly contemplated, required or contemplated permitted by this Agreement or the other Transaction AgreementsAgreement, (iv) to the extent related to any Excluded Store, an Excluded Asset or any an Excluded Liability or (v) as set forth on Schedule 6.1Section 8.1 of the Disclosure Schedules, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIX), unless Purchaser Buyer otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall (x) use their commercially reasonable efforts to (w) carry on their business continue to operate in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (iA) as required by applicable Law, Order or a Governmental BodyAuthority, (iiB) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateralCode, as the case may be, (iiiC) as expressly contemplated, required or permitted by this Agreement or the other Transaction AgreementsAgreement, (ivD) to the extent related to any Excluded Store, any an Excluded Asset or any an Excluded Liability or (vE) as set forth on Schedule 6.1Section 8.1 of the Disclosure Schedules, during the period from the date of this Agreement Effective Date until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIX), unless Purchaser Buyer otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall not: (i) sell, assign, license, lease (A) incuras lessor), assume transfer, abandon, fail to maintain, allow to lapse or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances todispose of, or investments inmortgage or pledge, or voluntarily impose or suffer to be imposed any Encumbrance (other than Assumed Liabilities and any Encumbrances that will be removed or released by operation of the Sale Order) on, any PersonAcquired Asset; (ii) sell cancel or lease to compromise any Personmaterial claim or waive or release any material right, in each case, that is a single transaction claim or series of right related transactions, any of the to an Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary CourseAsset; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action Proceeding against any Seller that would reasonably be expected to result in have an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets or result in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xviiiv) authorize any of, or commit or agree, in writing or otherwise, agree to take any of, the foregoing actions. (c) Nothing contained in this Agreement is intended to give Purchaser Buyer or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct PurchaserBuyer’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser Buyer and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. During the Pre-Closing Period, except (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may beCode, (iii) as expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall use their commercially reasonable efforts to (w) carry on their business in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (i) as required by applicable Law, Order or a Governmental Body, (iic) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as otherwise expressly required contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during 8.1 or (d) with the period from prior written consent of the date of this Agreement until the Closing Purchaser (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent shall not to be unreasonably withheld, delayed or conditioned), Sellers shall notSeller and each Seller Subsidiary shall: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any PersonBusiness; (ii) sell or lease use its commercially reasonable efforts to any Personpreserve the goodwill of and relationships with Governmental Bodies, in a single transaction or series of related transactionscustomers, any of suppliers, vendors, lessors, licensors, licensees, contractors, distributors, agents, Employees and others having business dealings with the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary CourseBusiness; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection comply with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Courseall applicable Laws; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, maintain in full force and effect policies of insurance or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person)substantially equivalent policies; (v) except maintain the books of account and records of the Business as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees conducted by it in the Ordinary Course of business; Business and consistent with past practices; (Bvi) may make usual and customary annual not mortgage, pledge or quarterly bonus subject to any Encumbrance (other than a Permitted Encumbrance) the Business or commission payments any of the Purchased Assets; (vii) not sell, assign, license, transfer, convey, lease, surrender, relinquish or otherwise dispose of any of the Purchased Assets, other than sales of Inventory in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positionsBusiness; (viviii) not make or rescind any material changes in Tax election or take any material Tax position (unless required by Law) or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, principles policies or practices in effect as of January 1practices, 2022or settle any Tax Liability, except insofar in each case as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse EffectLiability to the Purchaser or the Business; (viiix) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) not settle or agree compromise any claim, Liability, Action or obligation related to settle or in connection with the Business, the Purchased Assets or any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with the payment, discharge or satisfaction of Liabilities in the Ordinary Course of Business, pursuant to an allowed amount order of less than one hundred thousand dollars ($100,000)the Bankruptcy Court or as otherwise contemplated by this Agreement; (ixx) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any shareholder, officer or director or any Person with whom any such shareholder, officer or director has any direct or indirect relation, other than the payment of salaries in the Ordinary Course of Business; (xi) not increase the compensation payable to, or to become payable to, or grant any bonus, service, award or other like benefit to, any of its current or former directors, Employees or consultants, except for increases in base compensation in the Ordinary Course of Business; (xii) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the Business and the status of the Business and the Seller's and each Seller Subsidiary's operations and finances; provided, that, the Seller shall only be required to report information that is currently available to the Seller and that is prepared in a format that is currently used by the Seller to report such information or a format required pursuant to this Agreement; (xiii) report to Purchaser on a weekly basis the names of any Transferred Employees who give notice of termination of employment or who threaten to terminate employment; (xiv) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the Business after the Closing Date; (xv) not amend, waive, modify or consent to the termination of any Assigned Contract or Permit or amend, waive, modify or consent to the termination of rights of the Seller or any Seller Subsidiary thereunder, or enter into any Contract that would be an Assigned Contract if entered into prior to the date hereof, other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than not authorize, or make any commitment with respect to, any single capital expenditure for the Business that is in excess of $25,000 or capital expenditures which are, in the Ordinary Courseaggregate, conduct in excess of $100,000 for the Business taken as a whole; (xvii) not enter into any sale promotions in lease of real or personal property or any renewals thereof for the Business involving a term of the Acquired Leased Real Propertymore than two months; or (xviixviii) authorize enter into an agreement to do any of, or commit or agree, in writing or otherwise, to take any of, of the foregoing actionsforegoing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. Until the earlier of the termination of this Agreement and the Closing, except (aw) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may beDIP Facility, (iiix) as expressly required or contemplated by applicable Law, (y) as otherwise required by the terms of this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during 6.1 or (z) with the period from the date prior written consent of this Agreement until the Closing Purchaser (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent shall not to be unreasonably withheld, conditioned or delayed), the Sellers shall use their commercially reasonable efforts to (w) carry on their business conduct the Acquired Business only in the Ordinary CourseCourse and shall not: (a) terminate (other than by expiration), or amend or modify (xother than by automatic extension or renewal) preserve the Business and terms of any Assigned Contract; (b) settle or compromise any pending or threatened Action that could give rise to liabilities that are not Excluded Liabilities; (c) sell, assign, license, transfer, convey, lease, surrender, relinquish or otherwise dispose of any of the Acquired Assets Assets, other than (excluding i) sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (i) as required by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtorlicenses of Intellectual Property granted on a non-in-possession financing or use of cash collateral, as the case may beexclusive basis, (iii) as expressly required by this Agreement the expiration of Intellectual Property at the end of the governing terms thereof or the other Transaction Agreements, abandonment or lapse of Company Intellectual Property that is not material or (iv) pursuant to existing Contracts; (d) subject any portion of the extent related Acquired Assets to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall not: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”)Encumbrance, except for Indebtedness incurred pursuant to an existing facility, Permitted Encumbrances; (Be) enter into any swap agreement that limits or hedging transaction restricts the conduct of the Acquired Business in any location or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, with any Person; (iif) sell or lease to allow any Person, in a single transaction or series of related transactions, any of insurance policies covering the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection to lapse unless replaced with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made insurance policies providing substantially similar coverage with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant respect to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viiig) settle or agree to settle any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating take the transactions contemplated by this Agreement, (y) any adverse effect actions set forth on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000Schedule 6.1(g); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xviih) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions. (c) . Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or the business of the Sellers prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly contemplated, required or contemplated permitted by this Agreement or the other Transaction AgreementsAgreement, (iv) to the extent related to any Excluded Store, an Excluded Asset or any an Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)writing, Sellers shall, and shall cause the Non-Debtors to, use their commercially reasonable efforts to (wx) carry on their business the Business in the Ordinary Course, (x) preserve including to maintain supplies and Inventory levels consistent with the Business and levels maintained during 12-month period preceding the Acquired Assets (excluding sales date of Inventory in the Ordinary Course)this Agreement, (y) replenish comply with all Laws applicable to the Inventory at Business, the Acquired Leased Real Property locations in Assets and the Ordinary Course Assumed Liabilities, and (z) preserve keep in all material respects their relationships full force and effect the Insurance Policies (or replacement insurance materially comparable in amount and scope to insurance currently carried by Sellers or Non-Debtors with respect to the Business); provided that no action by any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons Seller or Non-Debtor with which they have material business relationsrespect to matters specifically addressed by Section 6.1(b) shall be deemed to be a breach of this Section 6.1(a) unless such action would constitute a breach of Section 6.1(b). (b) Except (i) as required by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly contemplated, required or permitted by this Agreement or the other Transaction AgreementsAgreement, (iv) to the extent related to any Excluded Store, any an Excluded Asset or any an Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditionedconditioned with respect to clause (xi)), Sellers shall not, and shall cause the Non-Debtors not to: (i) except to any Seller or Non-Debtor, issue, sell, encumber or grant any shares of the capital stock or other equity or voting interests of any Seller or Non-Debtor, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of such capital stock or other equity or voting interests, or any rights, warrants or options to purchase any shares of such capital stock or other equity or voting interests; provided that nothing in this Section 6.1(b)(i) shall be interpreted to permit any Non-Debtors or any Seller, respectively, to take any action enumerated herein to transfer right, title or interest to any Acquired Asset to any Seller or any Non-Debtor, respectively, other than Cash and Cash Equivalents; (ii) other than transaction among solely Sellers and Non-Debtors, (A) redeem, purchase or otherwise acquire any of the outstanding shares of capital stock or other equity or voting interests of any Seller or Non-Debtor, or any rights, warrants or options to acquire any shares of such capital stock or other equity or voting interests, (B) establish a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of the capital stock or other equity or voting interests of any Seller or Non-Debtor, or (C) split, combine, subdivide or reclassify any shares of the capital stock or other equity or voting interests of any Seller or Non-Debtor; provided that nothing in this Section 6.1(b)(ii) shall be interpreted to permit any Non-Debtor or any Seller, respectively, to take any action enumerated herein to transfer right, title or interest to any Acquired Asset to any Seller or any Non-Debtor, respectively, other than Cash and Cash Equivalents; (iii) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of SellersSellers or Non-Debtors, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for for (1) intercompany Indebtedness among Sellers and their Affiliates (including the Non-Debtors), (2) letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, overdraft facilities or cash management programs, in each case issued, made or entered into in the Ordinary Course, (3) Indebtedness incurred pursuant under existing arrangements that are not secured by the Acquired Assets, (4) Indebtedness incurred under existing arrangements (including in respect of letters of credit) in an amount not to an exceed $5,000,000 outstanding at any time, and (5) Indebtedness incurred in connection with the refinancing of any Indebtedness existing facilityon the date of this Agreement or permitted to be incurred, assumed or otherwise entered into hereunder, in each case of this clause (A), other than Excluded Liabilities, (B) enter into any swap or hedging transaction or other derivative agreements other than in the Ordinary Course or (C) make any loans, capital contributions or advances to, or investments in, any PersonPerson other than (1) as permitted pursuant to Section 6.1(b)(vi), (2) in the Ordinary Course; provided any such actions in the immediately foregoing clauses (1) and (2) do not give rise to an Assumed Liability; (iiiv) sell or lease to any Person, in a single transaction or series of related transactions, any of the Acquired Assets Assets, except (A) Ordinary Course dispositions of Inventory and obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business businesses of Sellers and or Non-Debtors, (B) transfers among Sellers, (C) leases or subleases of real property under which a Seller is a tenant or a subtenant and voluntary terminations or surrenders of such leases or subleases, in each case following prior good faith consultation with Purchaser, and (D) other sales of Inventory, fixtures and leases in the Ordinary Course; (iiiv) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or ), (B) as contemplated by the budget or capital expenditure plan set forth as Schedule 6.1(b)(v), or (C) otherwise in an aggregate amount for all such capital expenditures made pursuant to this clause (C) not to exceed $3,000,000 in the Ordinary Courseaggregate; (ivvi) except for acquisitions made with Purchaser’s prior written consentas permitted under Section 6.1(b)(v), make any acquisition of, or investment in, any properties, assets, securities or business of any third party (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition include acquisitions of capital stock or of a material portion of Inventory in the assets of any other PersonOrdinary Course); (vvii) except as required (A) in the Ordinary Course or (B) pursuant to the terms of any Seller PlanPlan or applicable Law, (1) grant to any employee whose base salary exceeds $350,000 per annum or is above Sr. Director level any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 350,000 per annum (other than filling any vacancies)or is above Sr. Director level, (53) establish, adopt, enter into, materially amend or terminate any material Seller Plan (except for changes made due to annual enrollment), or (64) take any action to accelerate any rights or benefits of any employee whose base salary exceeds $600,000 per annum or is above Vice President level under any Seller Plan; provided that the foregoing shall not restrict any Seller or Non-Debtor from entering into or making available, available to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (viviii) make any material changes in financial accounting methods, principles or practices in effect as materially affecting the consolidated assets, Liabilities or results of January 1, 2022operations of Sellers or Non-Debtors, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, Law or (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (viiix) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)Encumbrances) on any of its material Acquired AssetsAssets other than (A) to secure Indebtedness and other obligations in existence at the date of this Agreement (and required to be so secured by their terms) or (B) permitted under Section 6.1(b)(iii); provided that any such Encumbrance under clauses (A) or (B) will be extinguished in connection with the Closing; (viiix) waive, release, assign, institute, compromise, or settle or agree to settle (A) any material pending or threatened Action against against, or related to, any Seller Seller, any Non-Debtor, the Business, the Acquired Assets, or the Assumed Liabilities and that would result in an Assumed Liability or (B) the matters set forth on Schedule 1.1(k); (xi) settle or compromise any material Action in respect of Taxes, enter into any material Contract in respect of Taxes with any Governmental Body, or amend in any material respect any Tax Return, in each case, with respect to the Acquired Assets and to the extent such action would reasonably be expected to result in any material increase in the Liability for Taxes of Purchaser or its Affiliates; (xii) (A) terminate, amend, supplement, modify or waive any provision of, or accelerate any rights, benefits or obligations under, any Material Contract that is also an Assigned Contract, except any such action in the Ordinary Course or the expiration in accordance with its term or (xB) enter into any Contract that would be a Material Contract if executed prior to the date of this Agreement or which would result in an aggregate obligation of Sellers or Non-Debtors in excess of $2,000,000, except for (1) any Seller being enjoined from consummating renewal of any customer Contract in the transactions contemplated by Ordinary Course upon terms and conditions which are not materially less favorable in the aggregate to Sellers or Non-Debtors than those in effect as of the date of this Agreement, Agreement and (y2) any adverse effect on renewal of any other such Contract in the Business Ordinary Course upon terms and conditions which are no less favorable to Sellers or the Acquired Assets Non-Debtors, in any material respect respect, than those in effect as of the date of this agreement; (xiii) terminate, amend, supplement, modify or waive any provision of, or accelerate any rights, benefits or obligations under, any Acquired Lease, except any such action in the Ordinary Course or the expiration in accordance with its term; (zxiv) an Assumed Liability(A) abandon, cancel, fail to renew, or permit to lapse any Acquired Intellectual Property that is used in the conduct of the Business, or held for use by Sellers or Non-Debtors, other than settlements involving only unsecured claims with an allowed amount pursuant to expiration of less than one hundred thousand dollars any such Intellectual Property at the end of its maximum term, or ($100,000); (ixB) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under otherwise encumber any material Seller Intellectual Property (Property, other than non-exclusive licenses granted of Intellectual Property in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term)Course; (xixv) solely with respect to Acquired Assets, (A) make any unusual or extraordinary efforts to collect any accounts receivable, intercompany obligation or Liability for Indebtedness, or give any discounts or concessions for early payment of any accounts receivable, intercompany obligation or Liability for Indebtedness or (B) make any sales of, or, other than Permitted Encumbrances, convey any interest in, any accounts receivable, intercompany obligation or Liability for Indebtedness to any third party; provided that Sellers and Non-Debtors shall be entitled to, in their reasonable business judgment, take such actions with respect to such items that have been outstanding for more than 12 months; (xvi) amend in any material respect, cancel or permit to terminate any material insurance policy naming any Seller as an insured, a beneficiary or a loss payable payee without first obtaining comparable substitute insurance coverage with respect no lapse in coverage; or (xvii) make or authorize any change in any of any Seller’s Organizational Documents to the Businessextent such amendment or change would prevent, impede or delay the consummation of the Transactions or otherwise affect the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage;Liabilities (xiixviii) disclose grant any material Trade Secrets included in Seller Intellectual Property waiver under or amend or modify, or surrender, revoke, permit to lapse or otherwise terminate any Person (Permit, other than pursuant to written confidentiality agreements entered into (A) in the Ordinary Course that contain reasonable protections or as would not reasonably be expected to preserve all rights in such Trade Secrets); be material to the operation of the Business and (xiiiB)(1) replenish as would not reasonably be expected to adversely affect Purchaser’s expected benefit under the inventory, Acquired Assets or fill any orders(2) impose additional obligations upon Sellers prior to Closing or Purchaser after Closing, in any of each case with respect to the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real PropertyAssumed Liabilities; or (xviixix) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiaryor Non-Debtor’s operations or business businesses prior to the Closing, and nothing contained in this Agreement is intended to give any SellerSeller or Non-Debtor, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser Purchaser, Sellers and Sellers Non-Debtors shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations. Notwithstanding anything to the contrary contained herein, any action taken, or omitted to be taken, by any Seller or Non-Debtor pursuant to any Law, Order, directive, pronouncement or guideline issued by any Governmental Body or industry group providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, any pandemic, epidemic or disease outbreak shall in no event be deemed to constitute a breach of this Section 6.1.

Conduct of Business of Sellers. (a) Except During the period from the Petition Date and continuing until the earlier of the termination of this Agreement in accordance with Section 3.4 or the Closing Date, except (i) as for any limitations on operations imposed by, or actions required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateralCode, (ii) as the case may berequired by applicable Law, (iii) as otherwise expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during 8.1 of the period from Disclosure Schedule or (iv) with the date prior written consent of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Sellers shall shall: (i) conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Business; (ii) ensure that all accounts payable (including, without limitation, all accounts payable owed to travel agents and related services) incurred after the petition date are paid timely consistent with industry practice, but in no event later than ninety (90) days; and (iii) use their commercially reasonable efforts to (w) carry on their business in the Ordinary Course, (x) preserve the Business goodwill of and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any Governmental Bodies, customers, suppliers, vendors, payorslessors, partnerslicensors, Governmental Bodieslicensees, licensors contractors, distributors, agents, Employees and licensees others having business dealings with the Business; and other Persons (y) comply with which they have material business relationsall applicable Laws and, to the extent consistent therewith, preserve their assets (tangible and intangible). (b) Except During the period from the Petition Date and continuing until the earlier of the termination of this Agreement in accordance with Section 3.4 or the Closing Date, except (i) for any limitations on operations imposed by, or actions required by, the Bankruptcy Court or the Bankruptcy Code, (ii) as required by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as otherwise expressly required contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.18.1 of the Disclosure Schedule, during or (iv) with the period from prior written consent of the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Sellers shall not: (i) mortgage, pledge or subject to any Encumbrance (Aother than a Permitted Encumbrance) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness the Purchased Assets or any debt securities assets of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Personthe Xxxxxxxx Islands Subsidiaries; (ii) sell sell, assign, license, transfer, convey, lease, surrender, relinquish or lease to any Person, in a single transaction or series otherwise dispose of related transactions, any of the Acquired Purchased Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible any assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and Xxxxxxxx Islands Subsidiaries (B) other than sales of Inventory, fixtures goods and leases inventory in the Ordinary CourseCourse of Business); (iii) make cancel or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with compromise any material debt or material claim or waive or release any material right of the repair Sellers or replacement of facilities, properties the Xxxxxxxx Islands Subsidiaries that constitutes a Purchased Asset or assets destroyed or damaged due otherwise relates to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary CourseBusiness; (iv) (A) enter into any new Contract or renew any existing Contract requiring payments by or to the Sellers or the Xxxxxxxx Islands Subsidiaries in excess of $50,000 over the twelve-month period immediately following the execution thereof or (B) cancel, terminate, rescind or materially amend, modify or supplement any Material Contract, except for acquisitions made with Purchaser’s prior written consent, make the purpose of effecting any acquisition of, changes in applicable Law or investment in, any properties, assets, securities implementing regulatory requirements or business (including in response to a breach or default by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person)party thereto; (v) except as required pursuant to the terms of abandon any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (xvi) incur any long term expenditure associated with (A) the Purchased Assets that would be an Assumed Liability or (B) the International Business, except to the extent permitted by the DIP Loan Documents; (vii) incur or permit to be incurred, or materially increase the amount of, any Liability that would be an Assumed Liability (other than in connection with the Ordinary Course, sell, pledge, covenant performance of any Non-Assigned Contracts or execution of any Contracts that are not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted Material Contracts in the Ordinary Course and expirations of Seller Registered IP at Business), except to the end extent permitted by the DIP Loan Documents; (viii) fail to replenish the Inventory of the full applicable statutory term)Business in the Ordinary Course of Business in any material respect; (ix) institute, settle or agree to settle or modify in any manner that is adverse to the Business or the Purchased Assets, any litigation, action or proceeding before any court or Governmental Body relating to (A) the Purchased Assets that is or will be an Assumed Liability or (B) the International Business, except any such litigation, action or proceeding involving payment by or to any Seller or any Xxxxxxxx Islands Subsidiary that is less than $25,000 individually and $100,000 in the aggregate; (x) make, commit to make or incur any material Liability for capital expenditures, except to the extent permitted by the DIP Loan Documents; or (xi) cancel or terminate enter into any insurance coverage with respect Contract to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in do any of the Excluded Stores from the DC; (xiv) move any Inventory foregoing or Retained Inventory from any Excluded Store agree to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xvii) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actionsdo anything prohibited by this Section 8.1(b). (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior Prior to the Closing, and nothing contained except as provided herein or on Schedule 8.1 of the Disclosure Schedule, neither Parent nor any Subsidiary will engage in this Agreement is intended to give any Sellertransaction with any officer, directly director or indirectly, Affiliate of Parent or any such Subsidiary outside the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each Ordinary Course of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsBusiness.

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise by applicable Law, Order or a Governmental BodyAuthority, (ii) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may beCourt, (iii) as expressly contemplated, required or contemplated permitted by this Agreement or the other Transaction AgreementsAgreement, (iv) to the extent related to any Excluded Store, an Excluded Asset or any an Excluded Liability or (v) as set forth on Schedule 6.1Section 8.1 of the Disclosure Schedules, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIX), unless Purchaser Buyer otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall (x) use their commercially reasonable efforts to (w) carry on their business continue to operate in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (iA) as required by applicable Law, Order or a Governmental BodyAuthority, (iiB) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateralCode, as the case may be, (iiiC) as expressly contemplated, required or permitted by this Agreement or the other Transaction AgreementsAgreement, (ivD) to the extent related to any Excluded Store, any an Excluded Asset or any an Excluded Liability or (vE) as set forth on Schedule 6.1Section 8.1 of the Disclosure Schedules, during the period from the date of this Agreement Effective Date until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIX), unless Purchaser Buyer otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall not: (i) sell, assign, license, lease (A) incuras lessor), assume transfer, abandon, fail to maintain, allow to lapse or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances todispose of, or investments inmortgage or pledge, or voluntarily impose or suffer to be imposed any Encumbrance (other than Assumed Liabilities and any Encumbrances that will be removed or released by operation of the Sale Order) on, any PersonAcquired Asset; (ii) sell cancel or lease to compromise any Personmaterial claim or waive or release any material right, in each case, that is a single transaction claim or series of right related transactions, any of the to an Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary CourseAsset; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action Proceeding against any Seller that would reasonably be expected to result in have an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets or result in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xviiiv) authorize any of, or commit or agree, in writing or otherwise, agree to take any of, the foregoing actions. (c) Within one Business Day of the Effective Date, Sellers shall make the changes to the home page of the Web site of the Business described on Section 8.1(c) of the Disclosure Schedules. (d) Nothing contained in this Agreement is intended to give Purchaser Buyer or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct PurchaserBuyer’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser Buyer and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise by applicable Law, Order or a Governmental BodyAuthority, (ii) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may beCourt, (iii) as expressly contemplated, required or contemplated permitted by this Agreement or the other Transaction AgreementsAgreement, (iv) to the extent related to any Excluded Store, an Excluded Asset or any an Excluded Liability or (v) as set forth on Schedule 6.1Section 8.1 of the Disclosure Schedules, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIX), unless Purchaser Buyer otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall (x) use their commercially reasonable efforts to (w) carry on their business continue to operate in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (iA) as required by applicable Law, Order or a Governmental BodyAuthority, (iiB) as required, limited or prohibited any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateralCode, as the case may be, (iiiC) as expressly contemplated, required or permitted by this Agreement or the other Transaction AgreementsAgreement, (ivD) to the extent related to any Excluded Store, any an Excluded Asset or any an Excluded Liability or (vE) as set forth on Schedule 6.1Section 8.1 of the Disclosure Schedules, during the period from the date of this Agreement Effective Date until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIX), unless Purchaser Buyer otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall not: (i) sell, assign, license, lease (A) incuras lessor), assume transfer, abandon, fail to maintain, allow to lapse or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances todispose of, or investments inmortgage or pledge, or voluntarily impose or suffer to be imposed any Encumbrance (other than Assumed Liabilities and any Encumbrances that will be removed or released by operation of the Sale Order) on, any PersonAcquired Asset; (ii) sell cancel or lease to compromise any Personmaterial claim or waive or release any material right, in each case, that is a single transaction claim or series of right related transactions, any of the to an Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary CourseAsset; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action Proceeding against any Seller that would reasonably be expected to result in have an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets or result in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xviiiv) authorize any of, or commit or agree, in writing or otherwise, agree to take any of, the foregoing actions. (c) Nothing contained in this Agreement is intended to give Purchaser or its AffiliatesWithin one Business Day of the Effective Date, directly or indirectly, Sellers shall make the right to control or direct any Seller’s Subsidiary’s operations or business prior changes to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, home page of the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to Web site of the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.Business described on Section 8.1(c)

Conduct of Business of Sellers. (a) Except as (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited required by order of the Bankruptcy Court or required, authorized or restricted pursuant to the Bankruptcy Code or Sellers’ debtor-in-possession financing the Financing Order or use of cash collateralthe DIP Credit Agreement, as the case may be, (iii) as expressly contemplated or required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as expressly set forth on Schedule 6.1in S chedule 6.1(a), during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not provided, and without prejudice to be unreasonably withheld, conditioned or delayedSection 6.2(b), in the event that Sellers request, in writing, to take any reasonable action of short ter - (or the Effects thereof), Purchaser shall use their commercially reasonable efforts to (w) not unreasonably withhold, condition or delay its consent for such action), the Company shall, and shall cause each of its Subsidiaries to, carry on its and their business in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales pay all of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations their respective post-petition obligations in the Ordinary Course and (z) use its and their commercially reasonable efforts to preserve in all material respects substantially intact their goodwill and relationships with any customersemployees, suppliers, vendors, payorslicensors, partnerslicensees, Governmental Bodiesdistributors, licensors and licensees consultants, customers and other Persons having material relationships with which they have material business relationsthe Company and its Subsidiaries, taken as a whole (other than making any payment of any pre-petition claim). (b) Except as (i) as required by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited required by order of the Bankruptcy Court or required, authorized or restricted pursuant to the Bankruptcy Code or Sellers’ debtor-in-possession financing the Financing Order or use of cash collateralthe DIP Credit Agreement, as the case may be, (iii) as expressly contemplated or required by this Agreement Agreement, or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as expressly set forth on Schedule 6.1in S chedule 6.1(a), and without limiting the generality of the restrictions set forth in Section 6.1(a), during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article A rticle VIII), unless Purchaser otherwise consents in writing (such consent not provided, and without prejudice to be unreasonably withheld, delayed or conditionedSection 6.2(b), in the event that Sellers request, in writing, to take any reasonable -19 , Purchaser shall not unreasonably withhold, condition or delay its consent for such action), the Company shall not:, and shall cause each of its Subsidiaries not to, do any of the following (whether by merger, operation of law or otherwise): (i) (A) issue, sell, encumber or grant any shares of the capital stock or other equity or voting interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of such capital stock or other equity or voting interests, or any rights, warrants or options to purchase any shares of such capital stock or other equity or voting interests; (B) redeem, purchase or otherwise acquire any of the outstanding shares of capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of such capital stock or other equity or voting interests, other than the acceptance of shares of Company common stock as payment for the exercise price of, or any withholding Taxes incurred with the vesting or settlement of, any Company equity awards, (C) establish a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of the capital stock or other equity or voting interests, other than cash dividends and distributions by an Acquired Subsidiary to another Acquired Subsidiary, but subject to Section 6.1 (a), or (D) split, combine, subdivide or reclassify any shares of the capital stock or other equity or voting interests; (ii) issue, incur, assume or otherwise become liable for (A) any indebtedness for borrowed money, issue (B) any notes, mortgages, bonds, debentures or sell any other debt securities or warrants or other rights to acquire any notes, mortgages, bonds, debentures or other debt securities of Sellers, guarantee any such indebtedness the Company or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectivelyits Subsidiaries, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loansletters of credit, capital contributions security or advances toperformance bonds or similar credit support instruments or overdraft facilities or cash management programs of any Person, (D) any amounts owing as deferred ions, or investments in(E) any guarantee of any of the Indebtedness , any Personexcept Indebtedness that will constitute Excluded Liabilities; (iiiii) sell sell, divest, distribute, assign, license, mortgage, pledge, encumber, transfer, lease or lease sublease to any Person, or otherwise dispose of, in a single transaction or series of related transactions, any of the Acquired Assets (other than Intellectual Property), except (A) Ordinary Course dispositions of obsoleteInventory, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales dispositions of Inventoryobsolete or worn out assets; p rovided, fixtures however, that the Company shall not, and leases shall not permit its Subsidiaries to (i) take any such action, or otherwise terminate, amend, modify, extend, waive, renew or otherwise alter any of the Leases, (ii) construct, alter or destroy any material improvement on the Owned Real Property, except in connection with any capital expenditures expressly contemplated by Section 6.1(b)(iv), or (iii) take any such action with respect to any of the Ordinary CourseOwned Real Property or any portion thereof; (iiiiv) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) capital plan that has been made available to Purchaser in connection with item 6.2.1 of the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary CourseDataroom; (ivv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, or otherwise acquire, any properties, assets, securities or business (including by merger, asset acquisition, equity purchase or other similar transaction), except for any acquisition of Inventory in the Ordinary Course (which for and, in each case, otherwise in accordance with the avoidance of doubt budget contemplated by the Financing Order the DIP Credit Agreement and without limitation of the foregoing shall be deemed to exclude except in connection with any acquisition of capital stock or of a material portion of the assets of any other Personexpenditures expressly contemplated by Section 6.1(b)(iv); (vvi) except other than as required pursuant by applicable Law, required to comply with any Contract or Seller Plan binding on the terms Company and its Subsidiaries as of any Seller Planthe date of this Agreement and made available to Purchaser (if so required by this Agreement), or as set forth on S chedule 6.1(b)(vi) (1) grant to any employee current or former director, officer, employee, individual independent contractor or other individual service provider of the Company or any material of its Subsidiaries any increase in compensation (including bonus or long-term incentive opportunities)benefits, (2) grant to any current or former employee director, officer, employee, individual independent contractor or other individual service provider of the Company or any material increase in of its Subsidiaries any severance, retention retention, change in control, termination or termination paysimilar compensation or benefits, (3) grant or amend any equity equity, equity-based or other incentive awards (except that the Company: (A) may provide increases in salaryor similar awards, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan Plan, or (65) take any action to accelerate or materially modify the vesting of, or payment of, any rights compensation or benefits benefit under any Seller Plan; provided provided, however, that the foregoing clauses (1) through (5) shall not restrict the Company or any Seller of its Subsidiaries from entering into or making available, available to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including any cash-based bonus arrangements, but excluding, for the avoidance of doubt, any equity incentive grantsgrants or similar equity, or equity-linked grants or awards) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positionspositions and otherwise consistent with the Ordinary Course; provided further, and for the avoidance of doubt, any increase in any severance, retention, change in control, termination or similar Section 6.1 (b)(vi); (vivii) hire or terminate (other than with cause, as determined by Sellers in good-faith), any director, officer, employee, individual independent contractor or other individual service provider, other than any employee, individual independent contractor or individual service provider whose base salary does not (and following any such action will not) exceed $250,000 per annum; (viii) other than as required by applicable Law, enter into, amend or waive in any material respect any collective bargaining agreement (or similar agreement or arrangement); (ix) make any material changes in financial accounting methods, principles principles, practices, procedures or practices in effect as of January 1, 2022policies, except insofar as may be required by (A) by GAAP or (B) or any interpretation thereofapplicable Law, including Regulation S-X under the Securities Act; (x) authorize, consent to or effect any amendment or change in (A) the Subsidiary of the Company; (xi) sell, lease, transfer, license, abandon or otherwise dispose of, or grant any Encumbrance (other than Permitted Encumbrances), on any Acquired Assets (other than Intellectual Property), other than (A) any Encumbrance to secure Indebtedness and other obligations in existence at the date of this Agreement (and required to be so secured by their terms); provided that any such Encumbrance will be extinguished in connection with the Closing; or (B) sales of Inventory in the Ordinary Course; (xii) waive, release, assign, institute, compromise, or settle, with respect to any pending or threatened Action related to the Company or any of its Subsidiaries, their respective businesses, the Acquired Assets or the Assumed Liabilities, other than (i) the Bankruptcy Case or (ii) involving solely money damages not in excess of $500,000 individually, or $1,000,000 in the aggregate which will constitute Excluded Liabilities; (xiii) (A) terminate, amend, supplement, modify or waive any provision of, or accelerate any rights, benefits or obligations under, any Material Contract, except any such action which would otherwise not be material and is in the Ordinary Course or the expiration in accordance with its term or (B) enter into any Contract that would be a Material Contract if executed prior to the date of this Agreement or which would result in an obligation of the Company or any of its Subsidiaries in excess of $3,000,000, except for any renewal of any such Contract in the Ordinary Course upon terms and conditions which are no less favorable to the Company and its Subsidiaries, in any material respect, than those in effect as of the date of this Agreement; (A) make any unusual or extraordinary efforts to collect any accounts receivable, intercompany obligation or Liability for Indebtedness, or give any discounts or concessions for early payment of such accounts receivable, intercompany obligation or Liability for Indebtedness or (B) make any sales of, or, other than Permitted Encumbrances and any Encumbrances provided for in the Financing Order, convey any interest in, any accounts receivable, intercompany obligation or Liability for Indebtedness to any third party; (xv) license on-market or in-development products from third parties other than (A) in the Ordinary Course, (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent those that such change would not reasonably be expected to result in a Material Adverse Effect; payments, over the life of such Contract (viiincluding any purchaser order or similar agreement or binding arrangement associated therewith), of amounts in excess of $3,000,000 and (C) grant which would not impose any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any obligations on the Company and its Subsidiaries of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions type contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000Section 3.9(a)(viii); (ixxvi) (A) abandon, cancel, fail to renew, or permit to lapse, as applicable, (1) any Company Owned Intellectual Property that is used in the conduct of the business or held for use by the Company or any of its Subsidiaries and is material to the Company and its Subsidiaries or (2) any material Company Licensed Intellectual Property to the extent that a Seller has the right to take or cause to be taken such action pursuant to the terms of the applicable Contract under which such Intellectual Property is licensed to the applicable Seller, (B) sell, transfer, license or otherwise encumber any material Company Owned Intellectual Property, other than licenses of Company Owned Intellectual Property in the Ordinary Course, or (C) except in the Ordinary Course, withdraw, amend, modify or terminate any Product Registrations; (xvii) amend in any material respect, cancel or permit to terminate any material insurance policy naming the Company or a Subsidiary of the Company as an insured, a beneficiary or a loss payable payee without first obtaining comparable substitute insurance coverage with no lapse in coverage; (xviii) grant any waiver under or amend or modify, or surrender, revoke, permit to lapse or otherwise terminate any Permit, other than in the Ordinary CourseCourse and as would not reasonably be expected to be material to the Acquired Assets, reject, terminate the Assumed Liabilities or cancel (other than at the operation of the business of the Company and its stated expiry date) or modify, amend or waive any material rights under any Material ContractSubsidiaries; (xxix) except as required by applicable Law, (1) make, revoke or change any material Tax election or method of accounting with respect to Taxes, (2) file any Tax Return (other than in the Ordinary CourseCourse and consistent with past practice and applicable Law) or amend any Tax Return, sell(3) enter into any closing agreement, pledge(4) commence, covenant not settle or compromise any material Tax claim or assessment, (5) consent to assertany extension or waiver of the limitation period applicable to any claim or assessment with respect to a material amount of Taxes, transfer, assign, abandon, dispose of, permit to lapse or (6) grant any license power of attorney with respect to material Taxes, or sublicense (7) enter into any Tax allocation, sharing, indemnity or other right similar agreement or immunity in, to or under any material Seller Intellectual Property arrangement (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel any customary commercial agreement or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements arrangement entered into in the Ordinary Course that contain reasonable protections the primary purpose of which is not the allocation of Taxes); in each case to preserve all rights in the extent such Trade Secrets); (xiii) replenish the inventory, action could adversely affect Purchaser or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real PropertyAssets or increase the amount of any Assumed Liabilities; or (xviixx) authorize any of, or commit or agreecommit, agree in writing or otherwise, to take any of, the foregoing actions. It is understood and agreed that certain actions may be contemplated by one or more provisions of this Section 6.1(b) and, in such event, such action may only be taken (or omitted to be taken) if so permitted by each such provision of this Section 6.1(b). (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s the Company s or its Subsidiaries operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Sellerthe Company, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Subsid Prior to the Closing, each of Purchaser and Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its over (d) In furtherance of the provisions of S ection 6.1(a) and its Subsidiaries’ respective operationsSection 6.1(b), it is the intent of the Parties that, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent to be discretion), other than as set forth on Schedule 6.1(d), Sellers shall not, and Sellers shall cause their Subsidiaries not to, (i) sell, divest, distribute, assign, license, mortgage, pledge, encumber, transfer, lease or sublease to any Subsidiary that is not a Seller or, at the Closing, is an Acquired Subsidiary, any property, right, privilege, interest or any other asset of Sellers or any such Acquired Subsidiary that would otherwise (A) constitute an Acquired Asset if owned immediately prior to the Closing or (B) is or would otherwise constitute a property, right, privilege, interest or any other asset of any such Acquired Subsidiary, or (ii) convey, transfer or otherwise assign to any Seller or such Acquired Subsidiary any Liability of any entity that is an Excluded Subsidiary.

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from From the date of this Agreement until hereof ------------------------------ through the Closing (or such earlier date and time on Date, each Seller agrees that unless Seller's Agent obtains Buyer's advance written consent to do otherwise, which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent shall not to be unreasonably withheld, conditioned withheld or delayed), Sellers such Seller shall use their commercially reasonable efforts to (w) carry on their business in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (i) as required by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall notto: (i) (A) incurcause the Company and the Subsidiaries to conduct their operations according to the ordinary and usual course of business consistent with past practice, assume or otherwise become liable for any indebtedness for borrowed moneyto preserve and maintain the assets and the good will of the business of the Company and the Subsidiaries and to preserve their relationships with customers and suppliers, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Person;and others having business dealings with the Company and the Subsidiaries. (ii) sell or lease to any Person, in a single transaction or series of related transactions, any of the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful maintain in the conduct ordinary course of business, consistent with past practice and in accordance with all Contracts, the business equipment, the inventory and other tangible property in their present repair, order and condition, subject to ordinary wear and tear and to the requirements of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course;such Contracts. (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those not incur any Liability (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) other than Liabilities incurred in the Ordinary Course;ordinary course of business, consistent with past practice, which are not in the aggregate material thereto), nor enter into any Contract of a type required to be included on any Schedule hereto. (iv) except for acquisitions made with Purchaser’s prior written consent, make not undertake (nor permit to be undertaken) any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person);actions specified in Section 4.6. (v) except as required pursuant cause the Company and the Subsidiaries to the terms of any Seller Plan, (1) grant to any employee any material increase conduct their business in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except such a manner so that the Company: (A) may provide increases in salary, wages or benefits representations and warranties of such Seller contained herein shall continue to non-executive officer employees in be true and correct on and as of the Ordinary Course Closing Date as if made on and as of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions;Closing Date. (vi) make consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any material changes in financial accounting methodsright under, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof)failure to renew, (B) by any applicable LawPermit, (C) by any Governmental Body License or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would Contract and will not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle or agree to settle any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xvii) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actionssuch action if Buyer objects thereto in writing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. During the Pre-Closing Period, except (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may beCode, (iii) as expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall use their commercially reasonable efforts to (w) carry on their business in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (i) as required by applicable Law, Order or a Governmental Body, (iic) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as otherwise expressly required contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during 8.1 or (d) with the period from prior written consent of the date of this Agreement until the Closing Purchaser (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent shall not to be unreasonably withheld, delayed or conditioned), Sellers shall notSeller and each Seller Subsidiary shall: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any PersonBusiness; (ii) sell or lease use its commercially reasonable efforts to any Personpreserve the goodwill of and relationships with Governmental Bodies, in a single transaction or series of related transactionscustomers, any of suppliers, vendors, lessors, licensors, licensees, contractors, distributors, agents, Employees and others having business dealings with the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary CourseBusiness; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection comply with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Courseall applicable Laws; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, maintain in full force and effect policies of insurance or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person)substantially equivalent policies; (v) except maintain the books of account and records of the Business as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees conducted by it in the Ordinary Course of business; Business and consistent with past practices; (Bvi) may make usual and customary annual not mortgage, pledge or quarterly bonus subject to any Encumbrance (other than a Permitted Encumbrance) the Business or commission payments any of the Purchased Assets; (vii) not sell, assign, license, transfer, convey, lease, surrender, relinquish or otherwise dispose of any of the Purchased Assets, other than sales of Inventory in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positionsBusiness; (viviii) not make or rescind any material changes in Tax election or take any material Tax position (unless required by Law) or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, principles policies or practices in effect as of January 1practices, 2022or settle any Tax Liability, except insofar in each case as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse EffectLiability to the Purchaser or the Business; (viiix) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) not settle or agree compromise any claim, Liability, Action or obligation related to settle or in connection with the Business, the Purchased Assets or any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with the payment, discharge or satisfaction of Liabilities in the Ordinary Course of Business, pursuant to an allowed amount order of less than one hundred thousand dollars ($100,000)the Bankruptcy Court or as otherwise contemplated by this Agreement; (ixx) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any shareholder, officer or director or any Person with whom any such shareholder, officer or director has any direct or indirect relation, other than the payment of salaries in the Ordinary Course of Business; (xi) not increase the compensation payable to, or to become payable to, or grant any bonus, service, award or other like benefit to, any of its current or former directors, Employees or consultants, except for increases in base compensation in the Ordinary Course of Business; (xii) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the Business and the status of the Business and the Seller’s and each Seller Subsidiary’s operations and finances; provided, that, the Seller shall only be required to report information that is currently available to the Seller and that is prepared in a format that is currently used by the Seller to report such information or a format required pursuant to this Agreement; (xiii) report to Purchaser on a weekly basis the names of any Transferred Employees who give notice of termination of employment or who threaten to terminate employment; (xiv) cooperate with and assist Purchaser in identifying all Permits required by Purchaser to operate the Business after the Closing Date; (xv) not amend, waive, modify or consent to the termination of any Assigned Contract or Permit or amend, waive, modify or consent to the termination of rights of the Seller or any Seller Subsidiary thereunder, or enter into any Contract that would be an Assigned Contract if entered into prior to the date hereof, other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than not authorize, or make any commitment with respect to, any single capital expenditure for the Business that is in excess of $25,000 or capital expenditures which are, in the Ordinary Courseaggregate, conduct in excess of $100,000 for the Business taken as a whole; (xvii) not enter into any sale promotions in lease of real or personal property or any renewals thereof for the Business involving a term of the Acquired Leased Real Propertymore than two months; or (xviixviii) authorize enter into an agreement to do any of, or commit or agree, in writing or otherwise, to take any of, of the foregoing actionsforegoing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. (a) Except (i) During the Pre-Closing Period, Sellers shall use commercially reasonable efforts, except as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited authorized or prohibited by the Bankruptcy Court or restricted pursuant to the Bankruptcy Code or Sellers’ debtor-in-possession financing or use an Order of cash collateralthe Bankruptcy Court, as to operate the case may beBusiness in the Ordinary Course of Business (among other things, (iii) as expressly required or contemplated by this Agreement or the other Transaction AgreementsSellers will not incur unreasonable liabilities, (iv) to the extent related to any Excluded Storeincluding, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1without limitation, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIinappropriate increases in Inventory), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), . Sellers shall use their commercially reasonable efforts to (wA) carry on preserve intact their business in the Ordinary Courseorganizations, (xB) preserve maintain the Business and the Acquired Purchased Assets (excluding normal wear and tear excepted), (C) keep available the services of its officers and Employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers, vendors and others having business relationships with Sellers in connection with the operation of the Business (other than payment of pre-petition claims), (E) pay all of its post-petition obligations in the Ordinary Course of Business, and (F) continue to operate the Business and Purchased Assets in all material respects in compliance with all Laws applicable to the Business and Sellers consistent with past practice. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Purchaser, take any of the following actions with respect to the Business or the Purchased Assets: (a) other than as set forth in Schedule 8.1(a), (i) modify in any manner the compensation of any of the Employees or officers, or accelerate the payment of any such compensation (other than such that the liability associated with such modification is excluded from the Assumed Liabilities), (ii) grant any (a) bonuses, whether monetary or otherwise, (b) increase wages or salary or (c) increase other compensation or material benefits, in any case, in respect of any current or former employee, independent contractor, director or officer of the Sellers; (b) other than as set forth in Schedule 8.1(b), engage any new Employee other than in the Ordinary Course of Business, provided, however, that Sellers shall not engage any new Employee whose annual base salary would exceed $90,000; (c) except as set forth in Schedule 8.1(c), remove or permit to be removed from any building, facility, or real property any asset or any Inventory (other than in connection with the sale of Inventory in the Ordinary Course of Business and the sale of fixtures, equipment and related assets in connection with the closing of facilities in an amount not to exceed $200,000); (d) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any asset (other than sales of Inventory in the Ordinary CourseCourse of Business and other than any liens permitted or provided for in the DIP Order); (e) amend, terminate or renew any Contract other than (yi) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course of Business or (ii) outside of the Ordinary Course of Business, which does not result in an increase in the term of any such Contract by more than one (1) year and does not result in an obligation of Sellers in excess of $300,000; (zf) preserve in fail to use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Intellectual Property; (g) fail to use commercially reasonable efforts to maintain all material respects their relationships with any customersPermits of Sellers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations.used in the operation of the Business or the Purchased Assets; (bh) Except make any unusual or extraordinary efforts to collect any outstanding liability or Indebtedness, give any discounts or concessions for early payment of such liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or, other than liens provided for in the DIP Order, convey any interest in, any intercompany obligation, liability or Indebtedness to any third party; (i) as required by applicable Law, Order other than transactions pursuant to agreements or a Governmental Body, (ii) as required, limited or prohibited by arrangements in effect on the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) Petition Date as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII8.1(i), unless Purchaser otherwise consents engage in writing (such consent not to be unreasonably withheldany transaction with any Affiliate, delayed subsidiary, shareholder, officer or conditioned), Sellers shall not: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Person; (ii) sell or lease to any Person, in a single transaction or series of related transactions, any of the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business director of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees than in the Ordinary Course of business; Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (Bwhether directly, indirectly, contingently or otherwise) may for the obligations of any such Person; (j) make usual and customary annual any change in its method of accounting, except in accordance with GAAP; (k) fail to maintain any insurance policy in effect on the date hereof or quarterly bonus or commission payments amend any such policy other than extensions in the Ordinary Course of business; and Business; (Cl) enter into agreements with consultants in accelerate the Ordinary Course payment of business)any obligation, Liability or Indebtedness of Sellers; (4m) hire file any employee whose base salary exceeds $300,000 per annum Tax Return (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired applicable Law) or promoted employees in similar positions; (vi) make make, change or rescind any material changes in Tax election or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, principles policies or practices in effect as of January 1, 2022or settle any Tax Liability, except insofar in each case as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effectany Liability to, or have any adverse effect on, the Purchaser or the Business; (viin) grant enter into, termination of, adoption of or amendment to any Encumbrance Benefit Plan (other than Permitted Encumbrances amendments required by law or DIP Encumbrances (provided that no DIP Encumbrance shall encumber to maintain the tax qualified status of any Benefit Plan under Section 401(a) of the Acquired Assets at ClosingCode)) on , any of its Acquired Assetschange in control or severance agreement or collective bargaining agreement; (viiio) loan to, or entry into any other transaction (other than in the Ordinary Course of Business) with, any employee, officer, director or independent contractor; (p) settle or agree to settle any material pending or threatened Action against any Seller litigation, except to the extent that would reasonably be expected such settlement is either (i) pursuant to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect insured claim or (zii) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000);; and (ixq) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xvii) authorize any of, or commit or agree, whether in writing or otherwise, to take do any of, of the foregoing actionsforegoing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. During the Pre-Closing Period, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, (ax) Except to operate the Business in the Ordinary Course of Business and (y) to (A) preserve intact their respective business organizations, (B) maintain the Business and the Purchased Assets (normal wear and tear excepted), (C) keep available the services of their respective officers and Employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers, vendors and others having business relationships with Sellers in connection with the operation of the Business (other than payment of pre-petition claims), (E) pay all of their respective post-petition obligations in the Ordinary Course of Business and (F) continue to operate the Business and Purchased Assets in all material respects in compliance with all Laws applicable to the Business and Sellers. Without limiting the generality of the foregoing, and except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required provided in or contemplated by this Agreement or the other Transaction Agreements(ii) required, (iv) authorized or restricted pursuant to the extent related Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Purchaser, take any Excluded Store, Excluded Asset of the following actions with respect to the Business or any Excluded Liability or the Purchased Assets: (va) other than as set forth on in Schedule 6.18.1(a) or as required by law, during (i) modify in any manner the period compensation of any of the Employees or officers, or accelerate the payment of any such compensation (other than such that the liability associated with such modification is excluded from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIAssumed Liabilities), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheldii) grant any (A) bonuses, conditioned whether monetary or delayed)otherwise, Sellers shall use their commercially reasonable efforts to (wB) carry on their business except in the Ordinary CourseCourse of Business and consistent with cost of living increases, increase wages or salary or (xC) preserve increase other compensation or material benefits, in any case, in respect of any current or former employee, independent contractor, director or officer of Sellers; (b) other than as set forth in Schedule 8.1(b), engage any new Employee other than in the Ordinary Course of Business; provided, however, that Sellers shall not engage any new Employee whose aggregate total compensation exceeds $100,000; (c) except as set forth in Schedule 8.1(c), remove or permit to be removed from any building, facility, or real property any asset, equipment, machinery or any Inventory (other than in connection with the sale of Inventory in the Ordinary Course of Business and the Acquired Assets sale of fixtures, equipment and related assets in connection with the closing of facilities with a value not to exceed $200,000); (excluding d) except as set forth in Schedule 8.1(d), sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any asset (other than sales of Inventory in the Ordinary CourseCourse of Business and other than any liens provided for in the Original DIP Order or the Senior Final DIP Order); (e) except as set forth in Schedule 8.1(e), (y) replenish and except in accordance with the Inventory at the Acquired Leased Real Property locations DIP Budget, enter into, amend, terminate or renew any Material Contract or any other Contract which would result in the Ordinary Course and (z) preserve an obligation of any Seller in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations.excess of $250,000; (bf) Except (i) as required by applicable Law, Order amend or a Governmental Body, (ii) as required, limited or prohibited by modify the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required by this DIP Credit Agreement or the other Transaction Agreements, Senior DIP Facility; (ivg) to make any capital expenditures except in accordance with the extent related to DIP Budget; (h) incur any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall not:Indebtedness; (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights fail to acquire any debt securities use commercially reasonable efforts to renew and maintain the validity of Sellers’ rights in, guarantee to or under any such indebtedness Intellectual Property; (j) fail to use commercially reasonable efforts to renew and maintain all material Permits of Sellers used in the operation of the Business or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person the Purchased Assets; (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (Ci) make any loansunusual or extraordinary efforts to collect any outstanding Accounts Receivable or intercompany obligation, capital contributions liability or advances toIndebtedness, give any discounts or investments inconcessions for early payment of such accounts receivable or intercompany obligation, any Person; (ii) sell liability or lease to any PersonIndebtedness, in a single transaction or series of related transactions, any of other than discounts given by the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees Business in the Ordinary Course of business; Business or (Bii) may make usual and customary annual any sales of, or, other than liens provided for in the Original DIP Order or quarterly bonus the Senior Final DIP Order, convey any interest in, any accounts receivable or commission payments intercompany obligation, liability or Indebtedness to any third party; (l) make any change in their method of accounting, except in accordance with GAAP; (m) fail to maintain any insurance policy in effect on the Agreement Date or amend any such policy (other than extensions, replacements or amendments thereof in the Ordinary Course of business; and Business); (Cn) enter into agreements with consultants in accelerate the Ordinary Course payment or funding of business)any obligation, Liability or Indebtedness of any Seller; (4o) hire file any employee whose base salary exceeds $300,000 per annum Tax Return (other than filling consistent with past practice and applicable Law) or make, change or rescind any vacancies)Tax election or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, (5) establish, adopt, policies or practices or settle any Tax Liability or enter into, materially amend or terminate into any material Seller Plan or (6) take any action agreement with respect to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirementsTaxes, in each case, for to the avoidance extent such action could result in any Liability to, or have any adverse effect on, the Purchased Assets or the Business, or subject Purchaser or any of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available its Affiliates to newly hired or promoted employees in similar positionsany Tax liability; (vip) make except as set forth in Schedule 8.1(p), establish, enter into, terminate, adopt or amend any material changes in financial accounting methodsBenefit Plan (other than amendments required by Law or to maintain the tax qualified status of any Benefit Plan under Section 401(a) of the Code), principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof)other plan, (B) by trust, policy, agreement, program or arrangement for the benefit of any applicable Lawcurrent or former employees or other service providers, (C) by including but not limited to, any Governmental Body change in control or quasi-governmental authority (including the Financial Accounting Standards Board severance agreement or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse EffectCollective Bargaining Agreement; (viiq) grant loan to, or entry into any Encumbrance (other than Permitted Encumbrances transaction with, any employee, officer, director or DIP Encumbrances (provided that no DIP Encumbrance shall encumber independent contractor, or amend the terms of an existing loan or transaction with any of the Acquired Assets at Closing)) on any of its Acquired Assetssuch person; (viiir) settle or agree to settle any material pending or threatened Action against any Seller litigation, except to the extent that would reasonably be expected such settlement is either (i) pursuant to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect insured claim or (zii) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars $50,000 in value; ($100,000s) sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Purchased Assets, whether now existing or hereafter transferred hereunder, or any interest, therein, and Sellers will not sell, pledge, assign or suffer to exist any lien on its interest in the Purchased Assets (and Sellers will promptly notify Purchaser of the existence of any lien on any Purchased Assets and Sellers shall defend the right, title and interest of Purchaser in, to and under the Purchased Assets against all claims of third parties); (ixt) consolidate with or merge into any other than in the Ordinary CoursePerson or convey or transfer its properties and assets substantially as an entirety to any Person, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse assign or grant license with or without recourse any license Purchased Asset or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Propertyinterest therein; or (xviiu) authorize any of, or commit or agree, whether in writing or otherwise, to take do any of, of the foregoing actionsforegoing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during During the period from the date of this Agreement and continuing until the Closing (Date, except as required by Applicable Law or such earlier date and time on which as expressly permitted by this Agreement is validly terminated pursuant to Article VIII)Agreement, unless Purchaser otherwise consents in writing (such or with the prior written consent not to be unreasonably withheld, conditioned or delayed)of Purchaser, Sellers shall carry on their respective businesses in the usual and ordinary course, in accordance with present practices and policies and Applicable Law, use their commercially reasonable efforts to (w) carry on their business in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects pursue their relationships with any customers, supplierssuppliers and others having business dealings with them and maintain the services of the Employees. Without limiting the generality of the foregoing, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (i) except as required by applicable Law, Order set forth in Schedule 6.2 or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as otherwise expressly required permitted by this Agreement or the other Transaction Agreements, (iv) consented to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheldby Purchaser, delayed or conditioned), each of the Sellers shall not: (ia) Engage or participate in any material transaction, or incur or sustain any material obligation, except in the ordinary course of business; (Ab) incurOpen, assume close or otherwise become liable for relocate any indebtedness for borrowed moneyOperating Site, issue or acquire or sell or agree to acquire or sell any debt securities Operating Site; (c) Change its pricing policies, other than in the ordinary course of business; (d) Make or agree to make any improvements to the Operating Sites, except with respect to commitments for such made on or before the date of this Agreement and normal maintenance or refurbishing made in the ordinary course of business; (e) Amend, terminate or cancel, or take any other action that may result in an amendment, termination or cancellation of any Lease or any other Material Contract to be assumed by Purchaser; (f) Foreclose upon or otherwise acquire any real property securing any Loan except in accordance with the Sellers' customary policy with respect to any such Loan; (g) Deviate in any material respect from policies and procedures existing as of the date hereof with respect to (i) classification of assets, (ii) accrual of interest on assets, (iii) underwriting, pricing, originating, warehousing, selling and servicing or buying or selling rights to acquire service, any debt securities Loans or Serviced Mortgage Loans, (iv) hedging (which term includes both buying futures and forward commitments from financial institutions) its mortgage loan positions or commitments, and (v) obtaining financing and credit; (h) Change its method of Sellersaccounting in effect at January 31, guarantee 2001, except as required by changes in Applicable Law or GAAP as concurred to by Purchaser's independent auditors; (i) Except as required by Applicable Law or to maintain qualification pursuant to the Code, amend or terminate any Employee Benefit Plan or Employee Program, between any Seller and one or more of its Employees, except that Sellers may hire or terminate one or more of its Employees in the ordinary course of business; (j) Terminate or unilaterally fail to renew any existing insurance coverage or bonds; (k) Amend or modify its articles of incorporation or bylaws, or articles of organization or operating agreement, as applicable; (l) Declare or pay any cash or property dividends or distributions provided, however, that Buyer and Purchaser understand that Sellers regularly distribute all available cash to Parent, and provided further that any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person distribution (collectively, “Indebtedness”), except for Indebtedness incurred pursuant the distribution of cash associated with the Deposits) Sellers shall be deemed to an existing facilitybe in the ordinary course of business; (m) Merge with or into, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments inconsolidate with, any other Person; (iin) sell Mortgage, pledge or lease subject to any Person, in a single transaction lien or series of related transactions, other encumbrance any of the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, its assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance ordinary course of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person)business; (vo) except as required pursuant to the terms Sell or otherwise dispose of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees in the Ordinary Course of business; (B) may make usual and customary annual or quarterly bonus or commission payments in the Ordinary Course of business; and (C) enter into agreements with consultants in the Ordinary Course of business), or (4) hire any employee whose base salary exceeds $300,000 per annum (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions; (vi) make any material changes in financial accounting methods, principles or practices in effect as of January 1, 2022, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effect; (vii) grant any Encumbrance (other than Permitted Encumbrances or DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any of its Acquired Assets; (viii) settle assets or agree to settle any material pending or threatened Action against any Seller that would reasonably be expected to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect or (z) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000); (ix) properties other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations ordinary course of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Propertybusiness; or (xviip) authorize any of, or commit or agree, in writing Agree (by contract or otherwise, ) to take do any of, of the foregoing actionsforegoing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. (a) Except (i) During the Pre-Closing Period, Sellers shall use commercially reasonable efforts, except as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited authorized or prohibited by the Bankruptcy Court or restricted pursuant to the Bankruptcy Code or Sellers’ debtor-in-possession financing or use an Order of cash collateralthe Bankruptcy Court, as to operate the case may beBusiness in the Ordinary Course of Business (among other things, (iii) as expressly required or contemplated by this Agreement or the other Transaction AgreementsSellers will not incur unreasonable liabilities, (iv) to the extent related to any Excluded Storeincluding, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1without limitation, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIinappropriate increases in Inventory), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), . Sellers shall use their commercially reasonable efforts to (wA) carry on preserve intact their business in the Ordinary Courseorganizations, (xB) preserve maintain the Business and the Acquired Purchased Assets (excluding normal wear and tear excepted), (C) keep available the services of its officers and Employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers, vendors and others having business relationships with Sellers in connection with the operation of the Business (other than payment of pre-petition claims), (E) pay all of its post-petition obligations in the Ordinary Course of Business, and (F) continue to operate the Business and Purchased Assets in all material respects in compliance with all Laws applicable to the Business and Sellers consistent with past practice. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Purchaser, take any of the following actions with respect to the Business or the Purchased Assets: (a) other than as set forth in Schedule 8.1(a), (i) modify in any manner the compensation of any of the Employees or officers, or accelerate the payment of any such compensation (other than such that the liability associated with such modification is excluded from the Assumed Liabilities), (ii) grant any (a) bonuses, whether monetary or otherwise, (b) increase wages or salary or (c) increase other compensation or material benefits, in any case, in respect of any current or former employee, independent contractor, director or officer of the Sellers; (b) other than as set forth in Schedule 8.1(b), engage any new Employee other than in the Ordinary Course of Business, provided, however, that Sellers shall not engage any new Employee whose annual base salary would exceed $90,000; (c) except as set forth in Schedule 8.1(c), remove or permit to be removed from any building, facility, or real property any asset or any Inventory (other than in connection with the sale of Inventory in the Ordinary Course of Business and the sale of fixtures, equipment and related assets in connection with the closing of facilities in an amount not to exceed $200,000); (d) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any asset (other than sales of Inventory in the Ordinary CourseCourse of Business and other than any liens permitted or provided for in the DIPFinancing); (e) amend, terminate or renew any Contract other than (yi) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course of Business or (ii) outside of the Ordinary Course of Business, which does not result in an increase in the term of any such Contract by more than one (1) year and does not result in an obligation of Sellers in excess of $300,000; (zf) preserve in fail to use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Intellectual Property; (g) fail to use commercially reasonable efforts to maintain all material respects their relationships with any customersPermits of Sellers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations.used in the operation of the Business or the Purchased Assets; (bh) Except make any unusual or extraordinary efforts to collect any outstanding liability or Indebtedness, give any discounts or concessions for early payment of such liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or, other than liens provided for in the DIP Financing, convey any interest in, any intercompany obligation, liability or Indebtedness to any third party; (i) as required by applicable Law, Order other than transactions pursuant to agreements or a Governmental Body, (ii) as required, limited or prohibited by arrangements in effect on the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) Petition Date as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII8.1(i), unless Purchaser otherwise consents engage in writing (such consent not to be unreasonably withheldany transaction with any Affiliate, delayed subsidiary, shareholder, officer or conditioned), Sellers shall not: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Person; (ii) sell or lease to any Person, in a single transaction or series of related transactions, any of the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business director of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees than in the Ordinary Course of business; Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (Bwhether directly, indirectly, contingently or otherwise) may for the obligations of any such Person; (j) make usual and customary annual any change in its method of accounting, except in accordance with GAAP; (k) fail to maintain any insurance policy in effect on the date hereof or quarterly bonus or commission payments amend any such policy other than extensions in the Ordinary Course of business; and Business; (Cl) enter into agreements with consultants in accelerate the Ordinary Course payment of business)any obligation, Liability or Indebtedness of Sellers; (4m) hire file any employee whose base salary exceeds $300,000 per annum Tax Return (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired applicable Law) or promoted employees in similar positions; (vi) make make, change or rescind any material changes in Tax election or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, principles policies or practices in effect as of January 1, 2022or settle any Tax Liability, except insofar in each case as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effectany Liability to, or have any adverse effect on, the Purchaser or the Business; (viin) grant enter into, termination of, adoption of or amendment to any Encumbrance Benefit Plan (other than Permitted Encumbrances amendments required by law or DIP Encumbrances (provided that no DIP Encumbrance shall encumber to maintain the tax qualified status of any Benefit Plan under Section 401(a) of the Acquired Assets at ClosingCode)) on , any of its Acquired Assetschange in control or severance agreement or collective bargaining agreement; (viiio) loan to, or entry into any other transaction (other than in the Ordinary Course of Business) with, any employee, officer, director or independent contractor; (p) settle or agree to settle any material pending or threatened Action against any Seller litigation, except to the extent that would reasonably be expected such settlement is either (i) pursuant to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect insured claim or (zii) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000);; and (ixq) other than in the Ordinary Course, reject, terminate or cancel (other than at its stated expiry date) or modify, amend or waive any material rights under any Material Contract; (x) other than in the Ordinary Course, sell, pledge, covenant not to assert, transfer, assign, abandon, dispose of, permit to lapse or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course and expirations of Seller Registered IP at the end of the full applicable statutory term); (xi) cancel or terminate any insurance coverage with respect to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any of the Excluded Stores from the DC; (xiv) move any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Leased Real Property; or (xvii) authorize any of, or commit or agree, whether in writing or otherwise, to take do any of, of the foregoing actionsforegoing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Conduct of Business of Sellers. (a) Except (i) During the Pre-Closing Period, Sellers shall use commercially reasonable efforts, except as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited authorized or prohibited by the Bankruptcy Court or restricted pursuant to the Bankruptcy Code or Sellers’ debtor-in-possession financing an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business (among other things, Sellers will not incur unreasonable liabilities, including, without limitation, inappropriate increases in Inventory or use factoring of cash collateral, as the case may be, (iii) as expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIIIaccounts receivable), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), . Sellers shall use their commercially reasonable efforts to (wA) carry on preserve intact their respective business in the Ordinary Courseorganizations, (xB) preserve maintain the Business and the Acquired Purchased Assets (excluding normal wear and tear excepted), (C) keep available the services of their respective officers and Employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers, vendors and others having business relationships with Sellers in connection with the operation of the Business (other than payment of pre-petition claims), (E) pay all of their respective post-petition obligations in the Ordinary Course of Business, and (F) continue to operate the Business and Purchased Assets in all material respects in compliance with all Laws applicable to the Business and Sellers. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Purchaser, take any of the following actions with respect to the Business or the Purchased Assets: (a) other than as set forth in Schedule 8.1(a), (i) modify in any manner the compensation of any of the Employees or officers, or accelerate the payment of any such compensation (other than such that the liability associated with such modification is excluded from the Assumed Liabilities), (ii) grant any (a) bonuses, whether monetary or otherwise, (b) increase wages or salary or (c) increase other compensation or material benefits, in any case, in respect of any current or former employee, independent contractor, director or officer of the Sellers; (b) engage any new Employee other than in the Ordinary Course of Business, provided, however, that Sellers shall not engage any new Employee whose aggregate annual salary exceeds $100,000; (c) except as set forth in Schedule 8.1(c), remove or permit to be removed from any building, facility, or real property any asset or any Inventory (other than in connection with the sale of Inventory in the Ordinary Course of Business and the sale of fixtures, equipment and related assets in connection with the closing of stores in an amount not to exceed $50,000); (d) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any asset (other than sales of Inventory in the Ordinary CourseCourse of Business and other than any liens provided for in the DIP Order); (e) amend, terminate or renew any Contract other than (yi) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and of Business or (zii) preserve outside of the Ordinary Course of Business, which results in an increase in the term of any such Contract by more than one (1) year or results in an obligation of any Seller in excess of $75,000; (f) fail to use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Intellectual Property; (g) fail to use commercially reasonable efforts to maintain all material respects their relationships with any customersPermits of Sellers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations.used in the operation of the Business or the Purchased Assets; (bh) Except make any unusual or extraordinary efforts to collect any outstanding Accounts Receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or, other than liens provided for in the DIP Order, convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (i) as required by applicable Law, Order other than transactions pursuant to agreements or a Governmental Body, (ii) as required, limited or prohibited by arrangements in effect on the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) Petition Date as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII8.1(i), unless Purchaser otherwise consents engage in writing (such consent not to be unreasonably withheldany transaction with any Affiliate, delayed subsidiary, shareholder, officer or conditioned), Sellers shall not: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “Indebtedness”), except for Indebtedness incurred pursuant to an existing facility, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans, capital contributions or advances to, or investments in, any Person; (ii) sell or lease to any Person, in a single transaction or series of related transactions, any of the Acquired Assets except (A) Ordinary Course dispositions of obsolete, surplus or worn out real or tangible assets or real or tangible assets that are no longer used or useful in the conduct of the business of Sellers and (B) other sales of Inventory, fixtures and leases in the Ordinary Course; (iii) make or authorize capital expenditures, including for property, plant and Equipment, except for those (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (B) in the Ordinary Course; (iv) except for acquisitions made with Purchaser’s prior written consent, make any acquisition of, or investment in, any properties, assets, securities or business (including by merger), except in the Ordinary Course (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to exclude any acquisition of capital stock or of a material portion of the assets of any other Person); (v) except as required pursuant to the terms director of any Seller Plan, (1) grant to any employee any material increase in compensation (including bonus or long-term incentive opportunities), (2) grant to any current or former employee any material increase in severance, retention or termination pay, (3) grant or amend any equity or other incentive awards (except that the Company: (A) may provide increases in salary, wages or benefits to non-executive officer employees than in the Ordinary Course of business; Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (Bwhether directly, indirectly, contingently or otherwise) may for the obligations of any such Person; (j) make usual and customary annual any change in their method of accounting, except in accordance with GAAP; (k) fail to maintain any insurance policy in effect on the date hereof or quarterly bonus or commission payments amend any such policy other than extensions in the Ordinary Course of business; and Business; (Cl) enter into agreements with consultants in accelerate the Ordinary Course payment of business)any obligation, Liability or Indebtedness of any Seller; (4m) hire file any employee whose base salary exceeds $300,000 per annum Tax Return (other than filling any vacancies), (5) establish, adopt, enter into, materially amend or terminate any material Seller Plan or (6) take any action to accelerate any rights or benefits under any Seller Plan; provided that the foregoing shall not restrict any Seller from entering into or making available, to newly hired employees or to employees in the context of promotions based on job performance or workplace requirements, in each case, for the avoidance of doubt, in the Ordinary Course, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired applicable Law) or promoted employees in similar positions; (vi) make make, change or rescind any material changes in Tax election or file any amended Tax Return or change its fiscal year or financial or Tax accounting methods, principles policies or practices in effect as of January 1, 2022or settle any Tax Liability, except insofar in each case as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Body or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization), (D) to permit the audit of the Company’s financial statements in compliance with GAAP, (E) as disclosed in the Company SEC Documents, or (F) to the extent that such change would not reasonably be expected to result in a Material Adverse Effectany Liability to, or have any adverse effect on, the Purchaser or the Business.; (viin) grant any Encumbrance enter into, termination of, adoption of or amendment to Plan (other than Permitted Encumbrances amendments required by law or DIP Encumbrances (provided that no DIP Encumbrance shall encumber to maintain the tax qualified status of any Benefit Plan under Section 401(a) of the Acquired Assets at ClosingCode)) on , any of its Acquired Assetschange in control or severance agreement or any other Benefit Plan or collective bargaining agreement; (viiio) loan to, or entry into any other transaction (other than in the Ordinary Course of Business) with, any employee, officer, director or independent contractor; (p) settle or agree to settle any material pending or threatened Action against any Seller litigation, except to the extent that would reasonably be expected such settlement is either (i) pursuant to result in an (x) any Seller being enjoined from consummating the transactions contemplated by this Agreement, (y) any adverse effect on the Business or the Acquired Assets in any material respect insured claim or (zii) an Assumed Liability, other than settlements involving only unsecured claims with an allowed amount of less than one hundred thousand dollars ($100,000)50,000; (ixq) other than transactions pursuant to agreements or arrangements in the Ordinary Courseeffect as set forth in Schedule 8.1(q), reject, terminate enter into new agreements to construct or cancel (other than at its stated expiry date) or modify, amend or waive remodel any material rights under any Material Contractof Seller’s stores; (xr) other than engage in the Ordinary Course, sell, pledge, covenant not substantive discussion with any Governmental Body related to assert, transfer, assign, abandon, dispose of, permit to lapse any alleged or grant any license or sublicense or other right or immunity in, to or under any material Seller Intellectual Property (other than actual non-exclusive licenses granted compliance with Environmental Laws without at least three days advance notice to Purchaser or enter into any settlement thereof including fines or payments in the Ordinary Course and expirations excess of Seller Registered IP at the end $50,000 or otherwise providing for injunctive relief of the full applicable statutory term)any kind; (xis) cancel or terminate any insurance coverage agree with respect the applicable landlord to the Business, the Acquired Assets or the Assumed Liabilities without using commercially reasonable effort to replace such coverage with a comparable amount modification of insurance coverage; (xii) disclose any material Trade Secrets included in Seller Intellectual Property to any Person (other than pursuant to written confidentiality agreements entered into in the Ordinary Course that contain reasonable protections to preserve all rights in such Trade Secrets); (xiii) replenish the inventory, or fill any orders, in any terms of the Excluded Stores from the DC; (xiv) move existing lease for any Inventory or Retained Inventory from any Excluded Store to any Acquired Leased Real Property or from any Acquired Leased Real Property to any Excluded Store; (xv) permit any orders to be taken in any Acquired Leased Real Property except as can be fulfilled from Inventory currently located at the DC; (xvi) other than in the Ordinary Course, conduct any sale promotions in any of the Acquired Assumed Leased Real Property; orand (xviit) authorize any of, or commit or agree, whether in writing or otherwise, to take do any of, of the foregoing actionsforegoing. (c) Nothing contained in this Agreement is intended to give Purchaser or its Affiliates, directly or indirectly, the right to control or direct any Seller’s Subsidiary’s operations or business prior to the Closing, and nothing contained in this Agreement is intended to give any Seller, directly or indirectly, the right to control or direct Purchaser’s or its Subsidiaries’ operations. Prior to the Closing, each of Purchaser and Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.