Common use of Conduct of Business of the Company during the Interim Period Clause in Contracts

Conduct of Business of the Company during the Interim Period. (a) Unless Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.6 and Section 8.7, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shall, and shall cause the other Target Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business and (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, during the Interim Period and subject always to Section 8.6 and Section 8.7, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, in any respect, its Organisational Documents; (ii) authorise for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than (i) in the ordinary course of business of the Company where recruitment involves these being offered, (ii) the Company Loan Note Shares and (iii) the AA Shares; (iii) split, combine, recapitalise or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $500,000 individually or $2,000,000 in the aggregate; (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements in the ordinary course of business or as required by law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement or in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $150,000 or engage any person as an independent contractor other than in the ordinary course of business, or (G) terminate the employment of any employee other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, (i) modify, extend or enter into any labour agreement, collective bargaining agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (ii) recognise or certify any labour union, labour organisation, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) make, amend, or change any material claim, election, or disclaimer relating to Taxes, settle or otherwise compromise any material Action relating to Taxes, make any material change in its accounting or Tax policies or procedures or waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (ix) file any material Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (x) other than in the ordinary course of business, (A) sell, transfer or license any Intellectual Property to any Person, other than Immaterial Licenses, (B) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company Registered IP, or (C) disclose any Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and is not otherwise subject to confidentiality obligations; (xi) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract (xii) make any distribution of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property; (xiii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business; (xiv) establish any Subsidiary or enter into any material new line of business; (xv) fail to use reasonable endeavours to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Company; (xvi) except in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xvii) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financials, as applicable; (xviii) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xix) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation or any division thereof, or any material amount of assets outside the ordinary course of business; (xx) make any capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $5,000,000 in the aggregate); (xxi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation or other reorganisation; (xxii) enter into, amend, breach or terminate any Company Real Property Lease other than in the ordinary course of business; (xxiii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxiv) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisations), or otherwise dispose of or create a Lien over any material portion of its properties, assets or rights, other than licensing of Intellectual Property in the ordinary course of business; (xxv) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxvi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraft; (xxvii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business; (xxviii) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB standards, or otherwise required by IFRS or U.S. Securities Laws; (xxix) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxx) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxxi) authorise or agree (whether in writing or orally) to do any of the foregoing actions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoing.

Conduct of Business of the Company during the Interim Period. (a) Unless Purchaser SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.6 and Section 8.78.5, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Schedule 8.2Section 8.2(a) of the Company Disclosure Schedules, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operationsLaw, the Company shallshall use its commercially reasonable efforts to, and shall cause the other Target Companies: Companies to use their respective commercially reasonable efforts to, (i) to conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices and (ii) comply preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all Laws applicable to the Target Companies material customers and their respective businessessuppliers, assets in each case consistent with past practice (taking into account COVID-19 and employeesany COVID-19 Measures). (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on Schedule 8.2Section 8.2(b) of the Company Disclosure Schedules, or as required by applicable Law (including in respect of or any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operationsMeasure, during the Interim Period and subject always to Section 8.6 and Section 8.78.5, without the prior written consent of Purchaser SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, in the Organizational Documents of any respect, its Organisational Documentsof the Company or the Target Companies; (ii) authorise authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securitiesequity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than (i) in the ordinary course of business of the Company where recruitment involves these being offered, (ii) the Company Loan Note Shares and (iii) the AA Shares; (iii) (A) split, combine, recapitalise or recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or (B) pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, if the payment or setting aside of such dividend, distribution, redemption, purchase or acquisition results in the Company having, as of immediately prior to the Closing, less than (i) $10 million of Net Working Capital or (2) $5 million of cash and cash equivalents (such dividend or distribution, a “Permitted Dividend”); provided, that the Company shall not, and shall cause the other Target Companies not to, declare any Permitted Dividend unless such Permitted Dividend is paid prior to the Closing; (iv) other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business, (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $500,000 1,000,000 individually or $2,000,000 3,000,000 in the aggregate, (B) make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any Indebtedness, Liability or obligation Indebtedness of any Person the type referred to in clause (A) in excess of $500,000 1,000,000 individually or $2,000,000 3,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements agreements, in the ordinary course of business business, consistent with past practice or as required by lawapplicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $150,000 500,000 or engage any person as an independent contractor contractor, in each case other than in the ordinary course of business, business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $500,000 or due to death or disability other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (iA) modify, extend or enter into any labour agreement, collective bargaining agreementCompany Collective Bargaining Agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (iiB) recognise recognize or certify any labour labor union, labour organisationlabor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) (A) make, amend, change or change rescind any material claim, election, or disclaimer relating to election in respect of Taxes, (B) settle or otherwise compromise any material Action relating to in respect of Taxes, (C) make any material change in its accounting or Tax policies or procedures or procedures, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return obtained in the ordinary course of business), (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, (F) surrender or compromise any right to receive a refund of or credit for material Taxes, (G) file any amended material Tax Return, (H) file any Tax Return which is inconsistent with past practices, or (I) enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority; (ix) file any material Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xA) other than in the ordinary course of businessbusiness or between Target Companies, (A1) sell, assign, transfer or license any Intellectual Property Company Owned IP to any Person, other than Immaterial Incidental Licenses, or (B2) abandon, withdraw, dispose of, permit to lapse lapse, or fail to preserve otherwise dispose of any material Company Registered IP, or (CB) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and or is not otherwise subject to enforceable confidentiality obligations; (xix) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract (xii) make Contract if entered into prior to the date hereof, in any distribution case outside of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any ordinary course of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or propertybusiness; (xiiixi) fail to use commercially reasonable efforts to maintain its books, accounts accounts, and records in all material respects in the ordinary course of businessbusiness consistent with past practices; (xivxii) establish any Subsidiary or enter into any material new line of business, provided that for the purposes of this Section 8.2(b)(xii), a new line of business does not include the business of technical management of vessels; (xvxiii) fail to use commercially reasonable endeavours efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Companyeffect; (xvi) except in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xviixiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated herebyTransactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 1,000,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company FinancialsFinancial Statements, as applicable; (xviii) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xixxv) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation organization or any division thereof, or any material of assets of any such Person in each case, if the aggregate amount of assets outside consideration paid or transferred by the ordinary course of businessTarget Companies would exceed $5,000,000 in the aggregate; (xxxvi) make any capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $5,000,000 in the aggregate); (xxixvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation recapitalization or other reorganisationreorganization; (xxiixviii) enter into, amend, breach or terminate any Company Real Property Lease other than in connection with the entering of any Contracts for the employment of vessels in the ordinary course of business; (xxiii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxiv) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisationssecuritizations), or otherwise dispose of or create a Lien over any material portion of its the properties, assets or rightsrights of the Target Companies, taken as a whole, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (c) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of business; (xxvxix) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities equity securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxvixx) take make any action that would reasonably be expected to significantly delay change in accounting methods, principles or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraftpractices, except as required by GAAP; (xxvii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business; (xxviii) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB standards, or otherwise required by IFRS or U.S. Securities Laws; (xxix) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxxA) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxxixxii) authorise authorize or agree (whether in writing or orally) to do any of the foregoing actions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoingactions.

Conduct of Business of the Company during the Interim Period. (a) Unless Purchaser SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.6 and Section 8.79.5, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, as set forth on Section 9.2(a) of the Company Disclosure Schedules, or as required by applicable Law or any COVID-19 Measure, the Company shall use its commercially reasonable efforts to, and shall cause the other Target Companies to use their respective commercially reasonable efforts to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) consistent with past practices and (ii) preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, preserve the possession, control and condition of their respective material assets, and preserve intact its relationships with all material customers and suppliers, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures); provided that no action or inaction by the Company with respect to matters specifically addressed by clauses (i) through (xxii) below shall be deemed a breach of the foregoing unless such action or inaction would constitute a breach of such specific provision of (i) through (xxii) below. (b) Without limiting the generality of Section 9.2(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Schedule 8.2Section 9.2(b) of the Company Disclosure Schedules, or as required by applicable Law (including in respect of or any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shall, and shall cause the other Target Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business and (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operationsMeasure, during the Interim Period and subject always to Section 8.6 and Section 8.79.5, without the prior written consent of Purchaser SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, in the Organizational Documents of any respect, its Organisational Documentsof the Company or the Target Companies; (ii) authorise authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securitiesequity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case securities other than (i) for any such issuances that are taken into account in the ordinary course calculation of business of the Aggregate Fully Diluted Company where recruitment involves these being offered, (ii) the Company Loan Note Shares and (iii) the AA Shares; (iii) split, combine, recapitalise or recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $500,000 individually or $2,000,000 7,500,000 in the aggregate, (B) make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any Indebtedness, Liability or obligation Indebtedness of any Person the type referred to in clause (A) in excess of $500,000 1,000,000 individually or $2,000,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, by more than ten percent (10%) in the aggregate, except as required by Law (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements agreements, in the ordinary course of business or business, consistent with past practice as required by lawapplicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $150,000 200,000 or engage any person as an independent contractor with annual payments greater than or equal to $200,000, in each case other than in the ordinary course of business, business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $200,000 or due to death or disability other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, a Company Benefit Plan or a Company Collective Bargaining Agreement, (iA) modify, extend or enter into any labour agreement, collective bargaining agreementCompany Collective Bargaining Agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (iiB) recognise recognize or certify any labour labor union, labour organisationlabor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viiiA) make, amend, make any material Tax election (except in the ordinary course of business) or change or rescind any material claim, election, or disclaimer relating to election in respect of Taxes, (B) settle or otherwise compromise any material Action relating to in respect of Taxes, (C) make any material change in to its accounting or methods of Tax policies or procedures or accounting, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to resulting from an extension to file any Tax Return obtained in the ordinary course of business), (E) enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar Contract (other than customary commercial Contracts not primarily related to Taxes), (F) file any amended material Tax Return), (G) enter into any “closing agreement” as described in Section 7121 of the Code (or any comparable, analogous or similar provision under any state, local or non-U.S. Tax Law) pertaining to Taxes with any Governmental Authority or (H) change its jurisdiction of tax residence; (ix) file any material Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xA) other than in the ordinary course of businessbusiness or between Target Companies, (A1) sell, assign, transfer or license any Intellectual Property Company Owned IP to any Person, other than Immaterial Incidental Licenses, or (B2) abandon, withdraw, dispose of, permit to lapse lapse, or fail to preserve otherwise dispose of any material Company Registered IP, or (CB) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and or is not otherwise subject to enforceable confidentiality obligations; (xix) (A) modify or amend in a manner that is materially adverse to the applicable Target Company, or terminate, or waive any Company Material Contract; (B) waive, delay the exercise of, release or assign any material right under, rights or claims under any Company Material Contract or (C) enter into any Contract that would be a Company the type of Material Contract Contract set forth in Sections 7.12(a)(iii)(iii), (xiiiv), (v), (vi), (ix), (xiii), (xvi) make any distribution and (xvii) if entered into prior to the date hereof outside of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any ordinary course of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or propertybusiness; (xiiixi) fail to use commercially reasonable efforts to maintain its books, accounts accounts, and records in all material respects in the ordinary course of businessbusiness consistent with past practices; (xivxii) establish any Subsidiary or enter into (A) any material new line of business or (B) jurisdiction with respect to its current line of business; (xvxiii) fail to use commercially reasonable endeavours efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Companyeffect; (xvi) except in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xviixiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated herebyTransactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company FinancialsFinancial Statements, as applicable; (xviii) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xixxv) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation organization or any division thereof, or any material of assets of any such Person in each case, if the aggregate amount of assets outside consideration paid or transferred by the ordinary course of businessTarget Companies would exceed $2,000,000 in the aggregate; (xxxvi) make any capital expenditures in excess of $1,000,000 5,000,000 (individually for any project (or set of related projects) or $5,000,000 10,000,000 in the aggregate); (xxixvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation recapitalization or other reorganisationreorganization; (xxii) enter into, amend, breach or terminate any Company Real Property Lease other than in the ordinary course of business; (xxiii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxivxviii) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisationssecuritizations), or otherwise dispose of or create a Lien over any material portion of its the properties, assets or rightsrights of the Target Companies, taken as a whole, other than licensing of Intellectual Property in the ordinary course of business; (xxvxix) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities equity securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxvixx) take make any action that would reasonably be expected to significantly delay change in accounting methods, principles or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraft; (xxvii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business; (xxviii) change any methods of accounting in any material respectpractices, other than changes that are made in accordance PCAOB standards, or otherwise except as required by IFRS or U.S. Securities Lawsthe Company’s auditors; (xxixxxi) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxxA) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 5.14 of the SPAC Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxxixxii) authorise authorize or agree (whether in writing or orally) to do any of the foregoing actions or authorise or agree actions. (whether in writing or orallyc) any action or omission that would result in any During the Interim Period (but excluding, for the avoidance of doubt, on the Closing Date), except as otherwise permitted under the Lock-Up Agreement entered into by the Company Shareholders and the Holdings, each of the foregoing.Company Shareholders may transfer any Company Shares held by such Company Shareholder only (i) with the prior written consent of SPAC, which shall not be unreasonably withheld, conditioned or denied, and (ii) if the transferee enters into a joinder to this Agreement substantially in the form attached hereto as Exhibit D.

Conduct of Business of the Company during the Interim Period. (a) Unless Purchaser From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms (the “Interim Period”), Parent and the Company shall and shall cause their respective Subsidiaries to use their commercially reasonable efforts to (i) conduct and operate the business of the Company and its Subsidiaries in the ordinary course of business and (ii) preserve intact the current business organization and ongoing business of the Company and its Subsidiaries and maintain the existing relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries, (iii) keep available the services of their present officers and other key employees, in each case, except as otherwise consent contemplated by and in accordance with this Agreement or any other Transaction Document, including, for the avoidance of doubt, with respect to the Pre-Closing Reorganization, as required by applicable Law or COVID-19 Measures, as set forth on Section 6.01(a) of the Parent Disclosure Schedules, or as consented to in writing by GG (such consent not to be unreasonably withheld, conditioned or delayed). (b) Without limiting the generality of the foregoing, except as otherwise contemplated by and in accordance with this Agreement or any other Transaction Document, including, for the avoidance of doubt, with respect to the Pre-Closing Reorganization, as required by applicable Law or COVID Measures, as set forth on Section 6.01(b) of the Parent Disclosure Schedules or as consented to in writing by GG (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always Period, Parent, with respect to Section 8.6 and Section 8.7, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shalland its Subsidiaries, shall not, and shall cause the other Target Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business Company and (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but its Subsidiaries not limited to, Section 8.26) or do any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, during the Interim Period and subject always to Section 8.6 and Section 8.7, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not tofollowing: (i) amend(A) merge, waive consolidate, combine or amalgamate the Company or any of its Subsidiaries with any Person or (B) purchase or otherwise changeacquire (whether by merging or consolidating with, purchasing any Equity Security in or a material portion of the assets of, or by any respectother manner) any corporation, its Organisational Documentspartnership, association or other business entity or organization or division thereof for an aggregate purchase price in excess of $50,000,000; (ii) authorise (A) authorize for issuance, issue, grant, sell, transfer, pledge, encumber, dispose of or propose to issuedeliver any additional Equity Securities of Parent or any of its Subsidiaries, grantor adjust, sellsplit, pledge combine, subdivide, recapitalize, reclassify or dispose otherwise effect any change in respect of any of the Equity Securities of the Company or its Subsidiaries, or (B) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of the Company or its Subsidiaries, except with respect to the foregoing clauses (A) and (B), (1) for the acquisition by the Company or any of its Subsidiaries of any Equity Securities of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such Equity Securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell (2) for transactions between the Company and any of its Equity Securities, wholly owned Subsidiaries or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than (i) in the ordinary course of business between wholly owned Subsidiaries of the Company where recruitment involves these being offered, (ii) the Company Loan Note Shares and (iii) the AA SharesCompany; (iii) splitadopt any amendments, combinesupplements, recapitalise restatements or reclassify any modifications to the Governing Documents of the Company or its shares or other equity interests or issue any other securities in Subsidiaries, except, with respect thereof or pay or set aside any dividend or other distribution (whether in cashto the Company’s Subsidiaries, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $500,000 individually or $2,000,000 in the aggregate; (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make as would not materially restrict the operations of such Subsidiary and (C) as would not have an adverse impact on GG; (iv) other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or commit to make another of the Company’s wholly owned Subsidiaries, (A) make, declare or pay any bonus payment dividend or distribution (whether in cash, property stock or securitiesproperty) to any employee Parent Shareholders in their capacities as Parent Shareholders, or (B) transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or subject to a Lien (other than as set forth Permitted Liens), (1) any Equity Securities of the Company or its Subsidiaries or (2) any options, warrants, stock units, rights of conversion or other rights, agreements, arrangements or commitments obligating the Company or its Subsidiaries to issue, deliver or sell any Equity Securities of the Company or its Subsidiaries; (v) (A) issue or sell any debt securities or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of another Person, or (B) incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than (1) ordinary course trade payables that are not past due or (2) Indebtedness in an aggregate amount less than $1,000,000,000; (vi) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person (including to any of Parent’s or its Subsidiaries’ officers, employees, directors, agents or consultants), make any material change in its existing borrowing or lending arrangements relating to such loans, advances, capital contributions or investments for or on Schedule 8.2 behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person, other than (A) the reimbursement of expenses of employees in the ordinary course of businessbusiness and (B) loans solely between or among any of the Company and its Subsidiaries; (vii) (A) sell, transfer, assign, abandon, lease, license, sublicense or convey or otherwise dispose of any material assets (C) grant any severanceexcluding Intellectual Property), retention, change in control properties or termination business of the Company or similar payits Subsidiaries, other than as provided for in any written agreements dispositions of obsolete or worthless assets and other than in the ordinary course of business or as required by law(B) create, subject or incur any Lien on any material assets, properties or business of the Company or its Subsidiaries (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 a Permitted Lien or in connection with the transactions contemplated under incurrence of Indebtedness otherwise permitted by this Agreement Section 6.01(b)); (viii) (A) transfer, sell, assign, abandon, license or sublicense (other than grant non-exclusive licenses in the ordinary course of business), let expire (F) hire any employee with an annual base salary greater than or equal to $150,000 or engage any person as an independent contractor other than expiration of Intellectual Property rights in accordance with its maximum statutory term) or otherwise dispose of any Intellectual Property material to the Company or any of its Subsidiaries or (B) disclose any trade secrets material to the Company or any of its Subsidiaries (other than pursuant to a written confidentiality agreement entered into in the ordinary course of business, or (G) terminate the employment of any employee other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, (i) modify, extend or enter into any labour agreement, collective bargaining agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (ii) recognise or certify any labour union, labour organisation, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) make, amend, or change any material claim, election, or disclaimer relating to Taxes, settle or otherwise compromise any material Action relating to Taxes, make any material change in its accounting or Tax policies or procedures or waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (ix) file any material Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (x) other than in the ordinary course of business, (A) sellmaterially amend, transfer modify or license any Intellectual Property to any Person, other than Immaterial Licenses, (B) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company Registered IP, or (C) disclose any Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and is not otherwise subject to confidentiality obligations; (xi) terminate, or waive or assign release any material right rights, claims or benefits under, any Company Material Contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any Material Contract pursuant to its terms or entering into additional work or purchase orders pursuant to, and in accordance with the terms of, any Material Contract) or (B) enter into any Contract that would constitute a Material Contract had it been entered into prior to the date of this Agreement; (x) except as required under the terms of any Company Benefit Plan or Labor Agreement, (A) materially amend or modify, adopt, enter into or terminate any Company Benefit Plan or any benefit or compensation plan, policy, program or Contract that would be a material Company Material Benefit Plan if in effect as of the date of this Agreement, (B) materially increase or agree to materially increase the compensation or benefits payable to any current or former director, manager, officer, individual service provider or employee with annual base compensation exceeding $150,000 (in each case, other than ordinary course merit-based increases, consistent with past practice), (C) take any action to accelerate any payment, right to payment or benefit, vesting of any right to payment of benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any current or former director, manager, officer, employee, individual independent contractor or other individual service provider of the Company or any of its Subsidiaries or (D) issue or grant any Equity Securities to an employee, director or other individual service provider; (xi) (A) waive, release, compromise, settle or satisfy any pending or threatened Proceeding or (B) enter into any settlement, conciliation or similar Contract, in each case of clauses (A) and (B), the performance of which would involve the payment by the Company or any of its Subsidiaries, in each case, in excess of $10,000,000, or that imposes, or by its terms shall impose at any point in the future, any material, non-monetary obligations on the Company or any of its Subsidiaries; (xii) make any distribution of cash capital expenditures (or property or otherwise declare or pay any dividend on, or commit to make any payment on account ofcapital expenditures) that in the aggregate exceed $100,000,000, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with the purchase, redemption, defeasance, retirement or other acquisition of, any of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or propertyCompany’s annual capital expenditure budget made available to GG; (xiii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business; (xiv) establish any Subsidiary or enter into make any material new line of business; (xv) fail to use reasonable endeavours to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Company; (xvi) except in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or IFRS (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; (xviixiv) waiveauthorize, releaserecommend, assign, settle propose or compromise any claim or Action (including any Action relating announce an intention to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 (individually or in the aggregate)adopt, or otherwise payeffect, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financials, as applicable; (xviii) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xix) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation or any division thereof, or any material amount of assets outside the ordinary course of business; (xx) make any capital expenditures in excess of $1,000,000 (individually for any project (or set of related projects) or $5,000,000 in the aggregate); (xxi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation recapitalization, reorganization or other reorganisationsimilar transaction involving the Company or any of its Subsidiaries; (xxiixv) enter intointo any agreement that materially restricts the ability of the Company or any of its Subsidiaries (including, amendfollowing the Closing, breach ListCo and any of its Subsidiaries) to engage or terminate compete in any material line of business, or enter into any agreement that restricts the ability of the Company Real Property Lease other than in or its Subsidiaries (including, following the ordinary course Closing, ListCo and any of its Subsidiaries) to enter a new material line of business; (xxiiixvi) voluntarily incur enter into, renew or amend in any Liability or obligation material respect any Company Related Party Contract; or (whether absolute, accrued, contingent or otherwisexvii) in excess enter into any material new line of $500,000 individually or $2,000,000 in business outside of (A) the aggregate, other than pursuant to business currently conducted by the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence and its Subsidiaries as of the date of this Agreement or entered into in the ordinary course of Agreement, (B) any business or contemplated to be conducted in accordance with the terms Company’s annual budget made available to GG or (C) any business directly related to the research, design, manufacture, production, sale or lease of electric vehicles and/or electric vehicle technology; or (xviii) enter into any Contract to take, or cause to be taken, or resolve to take, any of the actions set forth in this Section 8.2 6.01(b). (c) Notwithstanding anything in this Agreement to the contrary, nothing set forth in this Agreement shall give GG, directly or indirectly, the right to control or direct the operations of the Company or any of its Subsidiaries during the Interim Period. (d) For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the Company or any of its Subsidiaries may declare, set aside, make or pay a dividend on, or pursuant to a Company Benefit Planmake any other cash distribution or cash payment in respect of, in each case other than in the ordinary course of business of the Company; (xxiv) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisations), or otherwise dispose of or create a Lien over any material portion of its properties, assets or rights, other than licensing of Intellectual Property in the ordinary course of business; (xxv) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxvi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraft; (xxvii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business; (xxviii) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB standards, or otherwise required by IFRS or U.S. Securities Laws; (xxix) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxx) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxxi) authorise or agree (whether in writing or orally) to do any of the foregoing actions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoing.

Conduct of Business of the Company during the Interim Period. (a) Unless Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.6 and Section 8.78.5, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Schedule 8.2Section 8.2(a) of the Company Disclosure Schedules, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operationsLaw, the Company shallshall use its commercially reasonable efforts to, and shall cause the other Target Companies: Companies to use their respective commercially reasonable efforts to, (i) to conduct their respective businesses, in all material respects, in the ordinary course of business (taking into account COVID-19 and any COVID-19 Measures) and (ii) comply with preserve intact, in all Laws applicable to the Target Companies and material respects, their respective businessesbusiness organizations, assets to keep available the services of their respective managers, directors, officers, employees and employeesconsultants, and to preserve the possession, control and condition of their respective material assets, in each case consistent with past practice (taking into account COVID-19 and any COVID-19 Measures). (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on Schedule 8.2Section 8.2(b) of the Company Disclosure Schedules, or as required by applicable Law (including in respect of or any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operationsMeasure, during the Interim Period and subject always to Section 8.6 and Section 8.78.5, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, in any respect, its Organisational Organizational Documents; (ii) authorise authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securitiesequity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case securities (other than (i) in connection with the ordinary course exercise, settlement or conversion of, or forfeiture, cancelation or repurchase, of business Company Equity Awards outstanding on the date of this Agreement pursuant to the terms of such Company Equity Award as in effect as of the Company where recruitment involves these being offered, (ii) the Company Loan Note Shares and (iii) the AA Sharesdate of this Agreement); (iii) split, combine, recapitalise or recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) (A) incur, create, assume or otherwise become liable for any Indebtedness of the type referred to in clause (a) of the definition thereof (directly, contingently or otherwise) in excess of $500,000 individually or $2,000,000 1,500,000 in the aggregate, (B) make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any Indebtedness, Liability or obligation Indebtedness of any Person the type referred to in clause (A) in excess of $500,000 individually or $2,000,000 1,500,000 in the aggregate, in each case, except for (x) any such transactions among Target Companies and (y) hedging or over-the-counter derivatives transactions in the ordinary course of business; (v) except as required pursuant to any Company Benefit Plan or Company Collective Bargaining Agreement, (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or in the ordinary course of business, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements agreements, in the ordinary course of business business, consistent with past practice or as required by lawapplicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement Transactions or, except with respect to a director, officer or manager, in the ordinary course of business, (F) hire any employee with an annual base salary greater than or equal to $150,000 300,000 or engage any person as an independent contractor contractor, in each case other than in the ordinary course of business, business or (G) terminate the employment of any employee with an annual base salary greater than or equal to $300,000 or due to death or disability other than for cause or in the ordinary course of business; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Lawa Company Benefit Plan or a Company Collective Bargaining Agreement, (iA) modify, extend or enter into any labour agreement, collective bargaining agreementCompany Collective Bargaining Agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (iiB) recognise recognize or certify any labour labor union, labour organisationlabor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) make, amend, change or change rescind any election that could give rise to material claim, election, or disclaimer relating to Taxes, settle or otherwise compromise any Action that could give rise to material Action relating to Taxes, make any material change in its accounting or Tax policies or procedures or procedures, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return), enter into a Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, surrender or compromise any right to receive a refund of or credit for material Taxes, file any amended material Tax Return, or file any Tax Return which is inconsistent with past practices, or enter into or terminate any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law), or any other material agreement pertaining to Taxes, with any Governmental Authority; (ix) file any material Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xA) other than in the ordinary course of businessbusiness or between Target Companies, (A1) sell, assign, transfer or license any Intellectual Property Company Owned IP to any Person, other than Immaterial Incidental Licenses, or (B2) abandon, withdraw, dispose of, permit to lapse lapse, or fail to preserve otherwise dispose of any material Company Registered IP, or (CB) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and or is not otherwise subject to enforceable confidentiality obligations; (xix) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract (xii) make Contract if entered into prior to the date hereof, in any distribution case outside of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any ordinary course of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or propertybusiness; (xiiixi) fail to use commercially reasonable efforts to maintain its books, accounts accounts, and records in all material respects in the ordinary course of businessbusiness consistent with past practices; (xivxii) establish any Subsidiary or enter into any material new line of business; (xvxiii) fail to use commercially reasonable endeavours efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Companyeffect; (xvi) except in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xviixiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated herebyTransactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 500,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company FinancialsFinancial Statements, as applicable; (xviii) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xixxv) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation organization or any division thereof, or any material of assets of any such Person in each case, if the aggregate amount of assets outside consideration paid or transferred by the ordinary course of businessTarget Companies would exceed $2,500,000 in the aggregate; (xxxvi) make any capital expenditures in excess of $1,000,000 250,000 (individually for any project (or set of related projects) or $5,000,000 1,000,000 in the aggregate); (xxixvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation recapitalization or other reorganisationreorganization; (xxii) enter into, amend, breach or terminate any Company Real Property Lease other than in the ordinary course of business; (xxiii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxivxviii) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisationssecuritizations), or otherwise dispose of or create a Lien over any material portion of its the properties, assets or rightsrights of the Target Companies, taken as a whole, other than (A) licensing of Intellectual Property in the ordinary course of business, (B) dispositions of obsolete or worthless equipment or assets that are no longer used or useful in the conduct of business, (C) transactions among the Target Companies and (D) the sale or provision of goods or services to customers in the ordinary course of business; (xxvxix) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities equity securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxvixx) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraft; (xxvii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business; (xxviii) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB standards, or otherwise required by IFRS or U.S. Securities Laws; (xxix) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxxA) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person or (B) enter into any Contract or arrangement that would have been required to be listed on Section 4.14 of the Purchaser Disclosure Schedules if entered into prior to the date hereof (in the case of clauses (A) and (B), other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or (xxxixxi) authorise authorize or agree (whether in writing or orally) to do any of the foregoing actions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoingactions.

Conduct of Business of the Company during the Interim Period. (a) Unless the Purchaser shall otherwise consent consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.6 and Section 8.7Clause 8.4, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on out in Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shall, and shall cause the other Target Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees. (b) Without limiting the generality of Section Clause 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on out in Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, during the Interim Period and subject always to Section 8.6 and Section 8.7Clause 8.4, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, in any respect, its Organisational Documents; (ii) authorise for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than (i) in the ordinary course of business business, consistent with past practice, of the Company where recruitment involves these being offered, provided that such aggregate amount of any equity-based awards (ii) when aggregated with the number of outstanding Company Options and Company RSUs already in existence and the Company Loan Note Shares and (iiiG2 Growth Shares) the AA Sharesdoes not exceed 604,157 Company Securities; (iii) split, combine, recapitalise or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $£500,000 individually or $£2,000,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $£500,000 individually or $£2,000,000 in the aggregate; (v) other than as set out in Schedule 8.2 (A) increase the wages, salaries or compensation of its employees employees, other than in the ordinary course of businessbusiness consistent with past practice, and in any event by no more than five percent (5%), (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or in the ordinary course of businessemployee, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for required by law, as fairly disclosed in any written agreements the Company Disclosure Letter or in the ordinary course of business or as required by lawconsistent with past practice and provided such employee is not a member of the Company Executive Leadership Team, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement or in the ordinary course of businessTransactions, (F) hire any employee with an annual base salary greater than or equal to $150,000 £200,000, or engage any person as an independent contractor other than in the ordinary course with annual compensation of business£250,000 or more, or (G) terminate the employment of any employee other than for cause or cause, other than in the ordinary course of businessbusiness consistent with past practice or any employee who is a member of the Company Executive Leadership Team; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, (i) modify, extend or enter into any labour agreement, collective bargaining agreement, or other labour-related agreement or arrangement with any labour union, labour organisation, works council or other employee-representative body; or (ii) recognise or certify any labour union, labour organisation, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) make, amend, or change any material claim, election, or disclaimer relating to TaxesTaxes or amend any material Tax Return, settle or otherwise compromise any material Action relating to Taxes, make any material change in its accounting or Tax policies policies, procedures or procedures methods or waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return)) or enter into a “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law) with any Governmental Authority; (ix) file any material Tax Return materially inconsistent with past practice (to the extent such past practice exists) or, on any such Tax Return, take any position, make any election, or adopt any method position that is materially inconsistent with positions taken, elections made or methods used a position taken (to the extent such prior position exists) in preparing or filing similar Tax Returns in prior periods, in each case, in a manner which materially and adversely affects the Taxes of the Target Companies; (x) other than in the ordinary course of business, (A) sell, transfer or license any Intellectual Property Rights to any Person, other than Immaterial LicensesLicenses or in the ordinary course of a business, (B) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company Registered IPregistered Intellectual Property Rights, or (C) disclose any Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and is not otherwise subject to confidentiality obligations; (xi) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material ContractContract other than in the ordinary course; (xii) make any distribution of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property; (xiii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business; (xiv) establish any Subsidiary or enter into any material new line of business; (xv) fail to use reasonable endeavours to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Company; (xvi) except in accordance with PCAOB preparedness and Section 402 of SOXthe Company’s accounting policy or IFRS, revalue any of its material assets or make any change in accounting methods, principles or practices; (xviixiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated herebyTransactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 (£250,000 individually or £1,000,000 in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financials, as applicable; (xviiixv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xixxvi) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation or any division thereof, or any material amount of assets outside the ordinary course of business; (xxxvii) make any capital expenditures in excess of $£1,000,000 (individually for any project (or set of related projects) or $5,000,000 £2,000,000 in the aggregate); (xxixviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation or other reorganisation; (xxiixix) enter into, amend, breach or terminate any Company Real Property Lease Contract in respect of the Properties other than in the ordinary course of business; (xxiiixx) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 £1,000,000 individually or $2,000,000 £5,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section Clause 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxivxxi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisations), or otherwise dispose of or create a Lien over any material portion of its properties, assets or rights, other than licensing of Intellectual Property Rights in the ordinary course of businessbusiness and consistent with past practice; (xxvxxii) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered intointo and consistent with past practice; (xxvixxiii) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraftTransactions; (xxvii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of business; (xxviiixxiv) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB with newly effective accounting standards, or otherwise required by IFRS or U.S. Securities Lawsapplicable Law; (xxixxxv) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary DocumentTransactions; (xxxxxvi) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of businessbusiness and consistent with past practice not exceeding £100,000 in aggregate); or (xxxixxvii) authorise or agree (whether in writing or orally) to do any of the foregoing actions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoing.

Conduct of Business of the Company during the Interim Period. (a) Unless Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period and subject always to Section 8.6 and Section 8.78.5, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operationsLaw, the Company shall, and shall cause the other Target Companies: Companies to, (i) to conduct their respective businesses, in all material respects, in the ordinary course of business and consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) use commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.268.2(d) and Section 8.25) or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operationsLaw, during the Interim Period and subject always to Section 8.6 and Section 8.78.5, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, in any respect, its Organisational Organizational Documents; (ii) authorise authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securitiesequity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than (i) in the ordinary course of business of the Company where recruitment involves these being offered, (ii) the Company Loan Note Shares and (iii) the AA Shares; (iii) split, combine, recapitalise recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend (except for the Pre-Closing Cash Dividend) or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 1,500,000 individually or $2,000,000 3,000,000 in the aggregate, make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business consistent with past practice), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $500,000 1,500,000 individually or $2,000,000 3,000,000 in the aggregate, in each case, except for hedging or over-the-counter derivatives transactions in the ordinary course of business consistent with past practice; (v) (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of businessbusiness consistent with past practice, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement or (except with respect to a director, officer or manager) in the ordinary course of businessbusiness consistent with past practice, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements agreements, in the ordinary course of business business, consistent with past practice or as required by lawapplicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement or (except with respect to a director, officer or manager) in the ordinary course of businessbusiness consistent with past practice, (F) hire any employee with an annual base salary greater than or equal to $150,000 250,000 or engage any person as an independent contractor other than in the ordinary course of businessbusiness consistent with past practice, or (G) terminate the employment of any employee other than for cause or in the ordinary course of businessbusiness consistent with past practice; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, (i) modify, extend or enter into any labour labor agreement, collective bargaining agreement, or other labourlabor-related agreement or arrangement with any labour labor union, labour organisationlabor organization, works council or other employee-representative body; or (ii) recognise recognize or certify any labour labor union, labour organisationlabor organization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) except as required pursuant to Section 8.2(d), make, amend, change or change rescind any material claim, election, or disclaimer election relating to Taxes, settle or otherwise compromise any material Action relating to Taxes, make any material change in its accounting or Tax policies or procedures or procedures, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return), or enter into any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law) with any Governmental Authority; (ix) file any material Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (x) other than in the ordinary course of business, (A) sell, transfer or license any Intellectual Property to any Person, other than Immaterial LicensesLicenses and Target Company User Agreements, (B) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company Registered IP, or (C) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and is not otherwise subject to confidentiality obligations; (xix) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract (xii) make , in any distribution case outside of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any ordinary course of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or propertybusiness consistent with past practice; (xiiixi) fail to maintain its books, accounts and records in all material respects in the ordinary course of businessbusiness consistent with past practice; (xivxii) establish any Subsidiary or enter into any material new line of business; (xvxiii) fail to use commercially reasonable endeavours efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Companyeffect; (xvixiv) except as part of the Company’s ongoing preparation for the Listing, in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xviixv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financials, as applicable; (xviiixvi) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xixxvii) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation organization or any division thereof, or any material amount of assets outside the ordinary course of businessassets; (xxxviii) make any capital expenditures in excess of $1,000,000 1,500,000 (individually for any project (or set of related projects) or $5,000,000 3,000,000 in the aggregate); (xxixix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation recapitalization or other reorganisationreorganization; (xxii) enter into, amend, breach or terminate any Company Real Property Lease other than in the ordinary course of business; (xxiiixx) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 1,500,000 individually or $2,000,000 3,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxivxxi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisationssecuritizations), or otherwise dispose of or create a Lien over any material portion of its properties, assets or rights, other than licensing of Intellectual Property in the ordinary course of businessbusiness consistent with past practice; (xxvxxii) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities equity securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxvixxiii) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraftTransactions; (xxviixxiv) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of businessbusiness consistent with past practice; (xxviii) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB standards, or otherwise required by IFRS or U.S. Securities Laws; (xxix) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxxxxv) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of businessbusiness consistent with past practice); (xxvi) remove or take any steps which could reasonably be expected to cause the removal of the Hero Wars App from either Google Play or the App Store; or (xxxixxvii) authorise authorize or agree (whether in writing or orally) to do any of the foregoing actions or authorise or agree (whether in writing or orally) any action or omission that would result in any of the foregoingactions.

Conduct of Business of the Company during the Interim Period. (a) Unless Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayeddelayed and for these purposes a period longer than five (5) days shall be deemed to be “unreasonable”), during the Interim Period and subject always to Section 8.6 8.5 and Section 8.78.6, except as expressly contemplated by the terms of this Agreement or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, the Company shall, and shall cause the other Target Companies: (i) to conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and (ii) comply with all Laws in all material respects applicable to the Target Companies and their respective businesses, assets and employees. (b) Without limiting the generality of Section 8.2(a) and except as contemplated by the terms of this Agreement (including, but not limited to, Section 8.26) or any Ancillary Document, or as set forth on Schedule 8.2, or as required by applicable Law (including in respect of any COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Target Companies and their operations, during the Interim Period and subject always to Section 8.6 8.5 and Section 8.78.6, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayeddelayed and for these purposes a period longer than five (5) Business Days shall be deemed to be “unreasonable”), the Company shall not (and the Company Shareholders shall, if provided the opportunity, vote their Company Shares such that the Company shall not), and shall cause the other Target Companies not to: (i) amend, waive or otherwise change, in any respect, its Organisational Organizational Documents; (ii) authorise authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its Equity Securities equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securitiesequity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other Equity Securities equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, in each case other than (i) in the ordinary course of business of the Company where recruitment involves these options being offered, (ii) provided that any persons to whom such options are granted shall be required to rollover such options in accordance with the terms of this Agreement as if such person had been a optionholder of the Company Loan Note Shares immediately prior to the date of this Agreement and (iii) such options in aggregate do not exceed the AA Sharesnumber of options currently available for grant under the current share option pool; (iii) split, combine, recapitalise recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business consistent with past practice), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $500,000 individually or $2,000,000 in the aggregate, in each case, except for hedging or over-the-counter derivatives transactions in the ordinary course of business consistent with past practice; (v) (A) increase the wages, salaries or compensation of its employees other than in the ordinary course of businessbusiness consistent with past practice, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than as set forth on Schedule 8.2 or (except with respect to a director, officer or manager) in the ordinary course of businessbusiness consistent with past practice, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements agreements, in the ordinary course of business business, consistent with past practice or as required by lawapplicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee other than as set forth on Schedule 8.2 in connection with the transactions contemplated under this Agreement or (except with respect to a director, officer or manager) in the ordinary course of businessbusiness consistent with past practice, (F) hire any employee with an annual base salary greater than or equal to $150,000 200,000 or engage any person as an independent contractor other than in the ordinary course of businessbusiness consistent with past practice, or (G) terminate the employment of any employee other than for cause or in the ordinary course of businessbusiness consistent with past practice; (vi) waive any restrictive covenant obligations of any employee or individual independent contractor of any Target Company; (vii) unless required by applicable Law, (i) modify, extend or enter into any labour agreement, collective bargaining agreement, or other labour-related agreement or arrangement with any labour union, labour organisationorganization, works council or other employee-representative body; or (ii) recognise recognize or certify any labour union, labour organisationorganization, works council or other employee-representative body as the bargaining representative for any employees of the Target Companies; (viii) make, amend, change or change rescind any material claim, election, or disclaimer election relating to Taxes, settle or otherwise compromise any material Action action relating to Taxes, make any material change in its accounting or Tax policies or procedures or procedures, waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return), or enter into any “closing agreement” as described in Section 7121 of the Code (or any similar settlement or other agreement under similar Law) with any Governmental Authority; (ix) file any material Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (x) other than in the ordinary course of business, (A) sell, transfer or license any Intellectual Property to any Person, other than Immaterial Licenses, (B) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company Registered IP, or (C) disclose any material Trade Secrets owned or held by any Target Company to any Person who has not entered into a written confidentiality agreement and is not otherwise subject to confidentiality obligations; (xix) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract (xii) make , in any distribution case outside of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any ordinary course of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or propertybusiness and consistent with past practice; (xiiixi) fail to maintain its books, accounts and records in all material respects in the ordinary course of businessbusiness consistent with past practice; (xivxii) establish any Subsidiary or enter into any material new line of business; (xvxiii) fail to use reasonable endeavours to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect in a manner materially detrimental to any Target Company; (xvixiv) except as part of the Company’s ongoing preparation for the Listing, in accordance with PCAOB preparedness and Section 402 of SOX, revalue any of its material assets or make any change in accounting methods, principles or practices; (xviixv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Consolidated Company Financials, as applicable; (xviiixvi) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xixxvii) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organisation organization or any division thereof, or any material amount of assets outside assets; (xviii) except in respect of expenditures in connection with the satellite build made in the ordinary course of business; (xx) , make any capital expenditures in excess of $1,000,000 500,000 (individually for any project (or set of related projects) or $5,000,000 2,000,000 in the aggregate); (xxixix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalisation recapitalization or other reorganisationreorganization; (xxii) enter into, amend, breach or terminate any Company Real Property Lease other than in the ordinary course of business; (xxiiixx) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000 in the aggregate, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 8.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company; (xxivxxi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitisationssecuritizations), or otherwise dispose of or create a Lien over any material portion of its properties, assets or rights, other than licensing of Intellectual Property in the ordinary course of businessbusiness consistent with past practice; (xxvxxii) enter into any agreement, understanding or arrangement with respect to the voting or transfer of Equity Securities equity securities of any Target Company, in each case other than in the ordinary course of business of the Company where recruitment involves such agreements being entered into; (xxvixxiii) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with the Transactions or the development of the Company’s aircraftTransactions; (xxviixxiv) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the ordinary course of businessbusiness consistent with past practice; (xxviii) change any methods of accounting in any material respect, other than changes that are made in accordance PCAOB standards, or otherwise required by IFRS or U.S. Securities Laws; (xxix) enter into any contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xxxxxv) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of businessbusiness consistent with past practice); or (xxxixxvi) authorise authorize or agree (whether in writing or orally) to do any of the foregoing actions actions. (c) Without limiting Section 8.2(a) and 8.2(b), during the Interim Period, except as expressly contemplated by Schedule 6.3(a), without the prior written consent of Purchaser, the Company Shareholders shall not sell, transfer or authorise dispose of any Company Securities owned by the Company Shareholders, and, to the extent possible within their capacity as Company Shareholders (including through the exercise of voting rights and by requiring directors of the Target Companies nominated for appointment by them) (i) cause the Target Companies to comply with Section 8.2(a), and (ii) cause the Target Companies not to take any action, or commit or agree (whether in writing or orally) to take any action or omission action, that would result in any of the foregoingbe prohibited by Section 8.2(b).