Common use of Conduct of Business of the Company Pending the Closing Clause in Contracts

Conduct of Business of the Company Pending the Closing. The Company shall, during the period from the date of this Agreement until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the terms hereof, except as expressly contemplated by the Transaction Documents or as required by applicable laws or with the prior written consent of the Principal Purchasers, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it during such period. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without the prior written consent of the Principal Purchasers: (a) amend or propose to amend its Certification of Incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders Agreement; (b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans or stock incentive plans of the Company, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasers; (e) except as required by applicable laws or by any Company employee benefit plan or contract in effect as of the date of this Agreement, (i) increase the compensation payable or that could become payable by the Company to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practice, (ii) enter into any new, or amend in any material respect any existing, employment, severance, retention or change in control agreement with any of its past or present officers or employees, (iii) promote any officers or employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice; (f) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances or capital contributions to or investments in any Person; (g) transfer, license, sell, lease or otherwise dispose of any material assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise); (h) repurchase, prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” or other contract to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice; (i) enter into, or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than in the ordinary course of business consistent with past practice, or fail to comply with any governmental regulatory agency rule that would jeopardize the Company’s ability to fully exploit the Company IP; or (n) agree or commit to do any of the foregoing.

Conduct of Business of the Company Pending the Closing. (a) The Company shallcovenants and agrees that, during the period from the date of this Agreement Execution Date until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the terms hereofClosing Date, except as expressly contemplated by the Transaction Documents or as required by applicable laws or with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), or as expressly contemplated by this Agreement, or as set forth in Section 6.01 of the Principal PurchasersDisclosure Schedules, conduct or as required by applicable Law, the business of the Company and its business Subsidiaries shall be conducted in the ordinary course of business consistent with past practicepractice and the Company and its Subsidiaries shall comply in all material respects with all applicable Laws, and, rules and regulations and to the extent consistent therewith, the Company shall use its reasonable best their commercially reason€€able efforts to preserve substantially their business organizations intact its and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, Governmental Authorities, employees, agents, consultants, and business organizationassociates, to keep available the services of the Company’s and its current officers and Subsidiaries’ present employees, to preserve its present relationships with customersagents and consultants, suppliersin each case, distributors, licensors, licensees and taking into account the evolving business environment in light of COVID-19 or any other Persons having business relationships with it during such periodglobal pandemic. Without limiting the generality of the foregoing, between from the date of this Agreement and Execution Date until the ClosingClosing Date, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without with the prior written consent of the Principal PurchasersBuyer, or as expressly contemplated by this Agreement, or as set forth in Section 6.01(a) of the Disclosure Schedules, or as required by Law, the Company will not and will not permit its Subsidiaries to: (ai) amend or propose any change to amend its Certification articles of Incorporation association or Bylawsother similar governing documents; (ii) merge or consolidate the Company or any of its Subsidiaries with any other Person, except to increase the size for any such transactions among wholly owned Subsidiaries of the Board Company, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses; (iii) acquire assets outside of Directors the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of €100,000 in any transaction or series of related transactions, other than acquisitions pursuant to contracts in effect as contemplated by of the Stockholders date of this Agreement; (biv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of the Company capital stock or equity interests or capital stock of any of its Subsidiaries (i) splitother than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary or the conversion of the intra-group loans to be converted into equity, combine including performing the relevant actions), or reclassify securities convertible or exchangeable into or exercisable for any Company shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, excluding, when deemed necessary by the Company, the replacement of the underlying assets of any StayCool Options into Shares; (iiv) repurchaseExcept for the costs incurred or to be incurred in connection with the Company’s plans to expand one or more existing leases, redeem incur any Indebtedness or otherwise acquirecreate or incur any Lien on any assets of the Company or any of its Subsidiaries having a value, in either case, in excess of €100,000; (vi) make any loans, advances, guarantees or offer capital contributions to repurchase, redeem or otherwise acquire, investments in any Person (other than the Company securities, or any direct or indirect wholly owned Subsidiary of the Company) in excess of €100,000 in the aggregate; (iiivii) declare, set aside aside, make or pay any dividend or distribution (whether other distribution, payable in cash, stock, property or otherwise, with respect to the Shares or any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary to the Company or to any other direct or indirect wholly owned Subsidiary) in respect of, or enter into any contract with respect to the voting ofof its capital stock; (viii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, the Shares or any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; (cix) issue, sell, pledge, dispose make or authorize any capital expenditure in excess of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms€100,000; (dx) make any awards under equity compensation plans changes with respect to financial accounting policies or stock incentive plans of the Companyprocedures, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasers; (e) except as required by applicable laws or by any Company employee benefit plan or contract in effect as of the date of this Agreement, (i) increase the compensation payable or that could become payable by the Company to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practice, (ii) enter into any new, or amend in any material respect any existing, employment, severance, retention or change in control agreement with any of its past or present officers or employees, (iii) promote any officers or employees, except changes in connection with the Company’s annual or quarterly compensation review cycle or as the result audit of the termination Financial Statements in accordance with applicable generally accepted accounting standards; (xi) settle any litigation or resignation other proceedings before a Governmental Authority: (A) for an amount in excess of €100,000 or any obligation or liability of the Company in excess of such amount, (B) on a basis that would result in the imposition of any officer Order that would restrict the future activity or employeeconduct of the Company or any of its Subsidiaries or a finding or admission of a violation of Law by the Company or any of its Subsidiaries, or (ivC) establishthat is brought by any current, adopt, enter into, amend, terminate, exercise former or purported holders of any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice; (f) acquire, by merger, consolidation, acquisition of capital stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances or capital contributions to or investments in any Person; (g) transfer, license, sell, lease or otherwise dispose of any material assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise); (h) repurchase, prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” Company or other contract to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of its Subsidiaries relating to the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practiceContemplated Transactions; (ixii) enter into, or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than in the ordinary course of business consistent with past practicepractice and commercially standard indemnification agreements that the Company intends to enter into with its officers and directors, (A) amend, modify or terminate any Material Contract or Intellectual Property contract, (B) take or omit to take any action that would cause any Intellectual Property, including registrations thereof or applications for registration, to lapse, be abandoned or cancelled, or fail fall into the public domain, or (C) cancel, modify or waive any debts or claims held by it or waive any rights having in an aggregate value in excess of €100,000; (xiii) make any material tax election or material change in any tax election, change or consent to comply with any governmental regulatory agency rule that would jeopardize change the Company’s ability to fully exploit or any of its Subsidiaries’ method of accounting for tax purposes, file any material amended Tax Return or enter into any settlement or compromise of any material tax liability of the Company IPor any of its Subsidiaries; (xiv) except as required by applicable Law or with respect to increasing salaries to market rates (but not in excess of 30% of the existing salaries of such employees) or increasing the compensation rates of certain existing independent contractors (but not in excess of 30% of the existing compensation rates of such independent contractors) or entering into indemnification agreements with the Company’s officers and directors, all of which are permitted, (A) grant or provide any severance or termination payments or benefits to any of its Subsidiaries, directors, officers or employees, (B) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any of its or its Subsidiaries’ directors, officers or employees, (C) establish, adopt, amend or terminate any Benefit Plan or amend the terms of any outstanding equity-based awards, (D) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any of the Benefit Plans, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by IFRS, or (F) forgive any loans to any of its or of any of its Subsidiaries’ directors, officers or employees; (xv) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the closing set forth in Article 7 hereof not being satisfied; or (nxvi) agree agree, authorize or commit to do any of the foregoing.

Conduct of Business of the Company Pending the Closing. The Company covenants and agrees that, between the date hereof and the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Article IX (such period being hereinafter referred to as the “Interim Period”), except as expressly required by this Agreement or unless Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, the Company: (i) shall conduct its business only in the ordinary course of business, consistent with past practice and according to the plans and budgets previously delivered to Parent; (ii) shall not take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) shall use their reasonable best efforts to preserve intact their business organization, properties and assets, keep available the services of their officers, employees and consultants, maintain in effect all Company Material Contracts and preserve their relationships, customers, licensees, suppliers and other Persons with which they have business relations. By way of amplification and not limitation, except as expressly permitted by this Agreement, neither the Company nor its Subsidiaries shall, during the period from Interim Period, directly or indirectly, do any of the following without the prior written consent of Parent: (i) amend its Certificate of Formation, Operating Agreement or other equivalent organizational documents, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise; (ii) issue, transfer, pledge or encumber any shares of capital stock, membership interest, percentage interest of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, membership interest, percentage interest, or any other ownership interest of the Company or its Subsidiaries; (iii) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of capital stock, membership interest, percentage interest or other ownership interest of the Company. (iv) except for the lease of a new building for its operations, transfer, lease, license, mortgage, pledge, encumber or incur or assume any Lien on any properties, facilities, equipment or other tangible or intangible assets. (v) declare, set aside or pay any dividend or other distribution in respect of any of its capital stock, membership interests, percentage interests or other equity interests; (vi) split, combine or reclassify any shares of its capital stock, membership interests, percentage interests or other securities or equity interests, or issue any other securities in respect of, in lieu of or in substitution for shares of its capital stock or equity interests; (vii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any Person; (viii) incur indebtedness for borrowed money or issue debt securities or assume, guarantee or endorse or become responsible for the obligations of any Person, or make any loans, advances or enter into any financial commitments, except as otherwise permitted under any loan or credit agreement to which the Company is a party as of the date of this Agreement; (ix) authorize any capital expenditure in excess of $25,000 individually or $100,000 in the aggregate; (x) take or permit to be taken any action to: (A) increase employee compensation or grant any severance or termination compensation, except in accordance with agreements entered into prior to the date of this Agreement until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the terms hereof, except as expressly contemplated by the Transaction Documents or as required by applicable laws or with the prior written consent of the Principal Purchasers, conduct its business otherwise in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it during such period. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without the prior written consent of the Principal Purchasers: ; (a) amend or propose to amend its Certification of Incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders Agreement; (b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans or stock incentive plans of the Company, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasers; (e) except as required by applicable laws or by any Company employee benefit plan or contract in effect as of the date of this Agreement, (i) increase the compensation payable or that could become payable by the Company to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practice, (iiB) enter into any newcollective bargaining agreement; (C) hire or terminate any employees, independent contractors or consultants, having a total salary or severance package that is individually in excess of $50,000, or that collectively is in excess of $150,000 per year; or (D) establish, adopt, enter into or amend in any material respect any existingbonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, severancetermination, retention severance or change in control other plan, trust, fund, policy, agreement with or arrangement for the benefit of any of its past or present officers or employeesdirectors, (iii) promote any officers or employees, except in connection accordance with the Company’s annual provisions of Section 1.10 of this Agreement; (xi) change any accounting policies or quarterly compensation review cycle procedures unless required by statutory accounting principles or as the result of the termination or resignation of any officer or employee, or GAAP; (ivxii) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action that (without regard to accelerate rights under any Company employee benefit plans action taken, or agreed to be taken, by Parent or any plan, agreement, program, policy, trust, fund or other arrangement that would of its Affiliates) could be considered reasonably likely to prevent the transactions contemplated by this Agreement from qualifying as a Company employee benefit plan if it were in existence as reorganization within the meaning of Section 351 of the date of this Agreement, or make any contribution to any Company employee benefit plan, other than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practiceCode; (fxiii) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or fail to make any loansexpenditures that are necessary and sufficient to maintain or, advances to the extent budgeted or capital contributions to or investments in any Person; (g) transfer, license, sell, lease or otherwise dispose of any material assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise); (h) repurchase, prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities consistent with the past practice of the Company, guarantee improve the conditions of the properties, facilities and equipment of the Company, including, without limitation, budgeted expenditures relating to maintenance, repair and replacement; (xiv) take any debt securities action or fail to take any action permitted by this Agreement if such action or failure to take action could reasonably be expected to result in either (A) any of another Personthe representations and warranties of the Company set forth in Article II of this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article VI not being satisfied; or (xv) authorize, enter into any “keep well” or other contract to maintain any financial statement condition of any other Person recommend, propose, announce or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice; (i) enter into, or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principlecontract, letter of intent, memorandum of understanding commitment or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than in the ordinary course of business consistent with past practice, or fail to comply with any governmental regulatory agency rule that would jeopardize the Company’s ability to fully exploit the Company IP; or (n) agree or commit arrangement to do any of the foregoing.

Conduct of Business of the Company Pending the Closing. The OPG and the Company shall, during the period agree that from the date of this Agreement until the earlier of (i) Closing Date: 4.1.1 OPG and the Closing, or (ii) Company will use their best efforts to take all action and to do all things necessary and proper in order to consummate and make effective the termination of transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in accordance with Section 5 below). 4.1.2 OPG shall cause the terms hereofCompany to give to Purchaser's officers, except employees, agents, attorneys, consultants, accountants and financial advisors access to the properties, books, contracts, documents, records, information, and personnel of the Company as expressly contemplated by the Transaction Documents or as required by applicable laws or with provided under Section 2.1. 4.1.3 Without the prior written consent of Purchaser, and without limiting the Principal Purchasersgenerality of any other provision of this Agreement, conduct the Company shall not: (a) amend its Articles of Incorporation or Bylaws; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities, or amend any of the terms of any such securities or agreements outstanding as of the date of this Agreement, except as contemplated by this Agreement; (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeem or otherwise acquire any of its securities; (d) incur or assume any debt except in the ordinary course of business; (e) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity except in the ordinary course of business; (f) make any loans, advances or capital contributions to, or investments in, any other person or entity except in the ordinary course of business; (g) incur or commit to incur any capital expenditures that are not approved by Purchaser except in the ordinary course of business; (h) sell or transfer any material asset or property (including sales or transfers to affiliates), except for sales of personal property in the usual and ordinary course of business that is replaced with personal property of like kind and value, cash applied in payment of the Company's liabilities in the usual and ordinary course of business, and dividends allowed to shareholders hereunder; (i) make any increase in the level of compensation to its officers, or increase the level of compensation payable to other employees; (j) sell or transfer, by license or otherwise, any portion of the technical know-how, patents, trademarks, copyrights, or other intellectual property; (k) make or commit to make any distribution to its shareholders except for distributions of cash and cash equivalents to OPG at or prior to Closing in the amount of payments by OPG to the Company in settlement of obligations of OPG to the Company under the Revolving Note, which OPG shall pay in full at or prior to Closing; (l) enter into any new contracts or agreements other than hook-up commitments, acquisition of supplies, and orders pertaining to the maintenance or servicing of the Company's assets in the usual and ordinary course of business. Notwithstanding the foregoing, the Company may (1) pay fees to ORM, Inc., earned in the ordinary course of business prior to Closing under the BSA, (2) terminate the BSA at or prior to Closing, and (3) pay dividends to OPG not to exceed the amount of principal, interest, and other charges paid by OPG to the Company at or prior to Closing under the Revolving Note. 4.1.4 Except as expressly provided in this Agreement, the Company shall, and OPG shall cause the Company to, conduct its operations according to its ordinary and usual course of business and consistent with past practice, and, to the extent consistent therewith, and the Company shall, and OPG shall cause the Company to, use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, employees and to preserve its present maintain existing relationships with customerslicensors, licensees, suppliers, contractors, distributors, licensorscustomers, licensees lessors and other Persons others having business relationships with it during such periodit. Without limiting the generality of Notwithstanding the foregoing, between the date Company may terminate the BSA at or prior to Closing. 4.1.5 The Company may enter into an agreement with Xxxx Resources at or prior to Closing regarding the management after Closing of this Agreement certain sewer and water utility facilities located in Port Xxxxxx, Kitsap County, Washington, in the Closing, except form of Schedule 4.1.5 or as otherwise expressly contemplated by the Transaction Documents or as required by applicable lawsmay be mutually satisfactory to Xxxx Resources, the Company shall not, without the prior written consent of the Principal Purchasers: (a) amend or propose to amend its Certification of Incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders Agreement; (b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans or stock incentive plans of the Company, except for options to such Persons and Purchaser in such amounts as may be mutually agreed upon in writing by their reasonable discretion (the Principal Purchasers; (e) except as required by applicable laws or by any Company employee benefit plan or contract in effect as of the date of this "Port Xxxxxx Maintenance Agreement, (i) increase the compensation payable or that could become payable by the Company to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practice, (ii) enter into any new, or amend in any material respect any existing, employment, severance, retention or change in control agreement with any of its past or present officers or employees, (iii) promote any officers or employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice; (f) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances or capital contributions to or investments in any Person; (g) transfer, license, sell, lease or otherwise dispose of any material assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise"); (h) repurchase, prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” or other contract to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice; (i) enter into, or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than in the ordinary course of business consistent with past practice, or fail to comply with any governmental regulatory agency rule that would jeopardize the Company’s ability to fully exploit the Company IP; or (n) agree or commit to do any of the foregoing.

Conduct of Business of the Company Pending the Closing. The Except as set forth on Schedule 5.1, the Company shallcovenants and agrees that, during the period from between the date of this Agreement until and the earlier of (i) Closing Date, the Closing, or (ii) the termination of this Agreement in accordance with the terms hereof, except as expressly contemplated by the Transaction Documents or as required by applicable laws or with the prior written consent business of the Principal PurchasersCompany and each Subsidiary shall be conducted only in, conduct its business in and the Company and each Subsidiary shall not take any action except in, the ordinary course of business business, consistent with past practicepractice and in compliance with all rules, and, to the extent consistent therewith, the regulations and laws. The Company and each Subsidiary shall use its reasonable best efforts to preserve substantially intact its respective business organization, to keep available the services of its respective current officers officers, employees and employeesconsultants, and to preserve its respective present relationships with customers, suppliers, distributors, licensors, licensees suppliers and other Persons having persons with which it has significant business relationships with it during such periodrelations. Without limiting By way of amplification and not limitation, except as contemplated by this Agreement, neither the generality of the foregoingCompany nor any Subsidiary shall, between the date of this Agreement and the ClosingClosing Date, except as otherwise expressly contemplated by directly or indirectly, do or propose or agree to do any of the Transaction Documents or as required by applicable laws, the Company shall not, following without the prior written consent of the Principal PurchasersMTLM, which consent shall not be unreasonably withheld: (a) amend or propose to amend otherwise change its Certification articles of Incorporation incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders Agreementbylaws; (b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of, encumber, or, authorize the issuance, sale, pledge, disposition, grant or encumbrance of or encumber any Company securities, other than (i) with respect to the issuance of Company or any Subsidiary, any shares of Common Stock upon the exercise its capital stock of any Company equity award outstanding as of the date of this Agreement in accordance with its termsclass, or (ii) the issuance any options, warrants, convertible securities or other rights of any kind to acquire any shares of Common Stock in respect such capital stock, or any other ownership interest, of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans or stock incentive plans of the Companyit, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasers; (e) except as required by applicable laws or by any Company employee benefit plan or contract in effect as of the date of this Agreement, (i) increase the compensation payable or that could become payable by the Company to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practiceor, (ii) enter into any new, or amend in any material respect any existing, employment, severance, retention or change in control agreement with any of its past their respective assets, tangible or present officers or employees, (iii) promote any officers or employeesintangible, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice; (fc) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or otherwise, any other business or Person organization or division thereof or any assets, or make any loans, advances or capital contributions to or investments in any Person; (g) transfer, license, sell, lease or otherwise dispose of any material assets (whether investment either by way of merger, consolidation, sale purchase of stock or assetssecurities, contributions of capital or otherwise); property transfer, or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other Person, (hii) repurchase, prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Companyassume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any debt securities of another Person, or make any loans or advances, or (iii) enter into any “keep well” or other contract to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of the foregoing, Contract other than in connection with the financing of ordinary course trade payables of business, consistent with past practice; (if) increase the compensation payable or to become payable to its respective officers or directors, or, except as presently bound to do, grant any severance or termination pay to, or enter intointo any employment or severance agreement with, any of its respective directors or officers, or establish, adopt, enter into or amend or modify in take any material respectaction to accelerate any rights or benefits under any collective bargaining, bonus, profit sharing, trust, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or consent to other plan, agreement, trust, fund, policy or arrangement for the termination benefit of (other than at its stated expiry date)any directors, any Material Contract officers or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunderemployees; (jg) institute, settle or compromise take any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, action other than in the ordinary course of business and in a manner consistent with past practicepractice with respect to accounting policies or procedures; (h) pay, discharge or satisfy any existing claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in its financial statements, as appropriate, or fail liabilities incurred after the date hereof in the ordinary course of business and consistent with past practice and other than the payment of a pending claim by Employers Insurance of Wausau (as described on Schedule 4.12) in an amount not to comply with exceed $1.4 million; (i) increase or decrease prices charged to its respective customers, except for previously announced price changes or except in the ordinary course of business, or take any governmental regulatory agency rule that would jeopardize other action which might reasonably result in any material increase in the Company’s ability to fully exploit the Company IPloss of customers through non-renewal or termination of contracts or other causes; or (nj) agree agree, in writing or commit otherwise, to do take or authorize any of the foregoingforegoing actions or any action which would make any representation or warranty in Article IV untrue or incorrect.

Conduct of Business of the Company Pending the Closing. The Company shallExcept as contemplated by this Agreement, during the period from the date of this Agreement until to the earlier Closing Date, the Funds agree that the Company shall, and shall cause its Subsidiaries and, to the extent within its control, its Investment Entities to, act and carry on their respective businesses in all material respects in the ordinary course of (i) business and, to the Closingextent consistent therewith, or (ii) use reasonable efforts to preserve intact their current business organizations, keep available the termination services of their current key officers and employees and preserve the goodwill of those engaged in material business relationships with them and to maximize the cash position of the Company to fund in part the Distribution. Without limiting the generality of the foregoing, during the period from the date of this Agreement in accordance with to the terms hereofClosing Date, except as expressly contemplated by this Agreement, the Transaction Documents or as required by applicable laws or with Funds agree that the Company shall not, and shall not permit any of its Subsidiaries or, to the extent within the Company's control, its Investment Entities to, without the prior written consent of the Principal PurchasersPurchaser: (a) except as set forth on Schedule 4.1(a), conduct (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its outstanding Ownership Interests, other than dividends and distributions to the Company or any of its wholly owned Subsidiaries and other than dividends and distributions by non-wholly owned Subsidiaries and Investment Entities, (ii) split, combine or reclassify any of its outstanding Ownership Interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding Ownership Interests or (iii) purchase, redeem or otherwise acquire any outstanding Ownership Interests of the Company or any of its Subsidiaries or its Investment Entities, or any rights, warrants or options to acquire any such Ownership Interests except, in the case of clause (iii), for the acquisition by the Company or its wholly owned Subsidiaries of the capital stock of its wholly owned Subsidiaries; (b) except as set forth on Schedule 4.1(b), authorize for issuance, issue, deliver, sell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise encumber any shares of its Ownership Interests, any other voting securities or any securities convertible, exchangeable or exercisable into, or any rights, warrants or options to acquire, any such Ownership Interests, voting securities or other equity equivalents (including without limitation stock appreciation rights) (other than sales of capital stock of any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), or subject to contractual obligations, not consent to the admission of any new partners to any Partnerships; (c) except to the extent required under existing Company Plans as in effect on the date of this Agreement or as set forth on Schedule 4.1(c), (i) increase or accelerate the compensation or fringe benefits of any of its directors, officers or employees, except for increases in salary or wages of employees of the Company who are not directors or officers of the Company in the ordinary course of business in accordance with past practice, or (ii) grant any severance or termination pay not currently required to be paid under any Company Plans as in effect on the date hereof, or (iii) enter into any employment agreement with any present or former director or officer or senior employee, or, other than in the ordinary course of business consistent with past practicepractice and subject to a right to terminate without cause and without severance payments, any other employee of the Company, or (iv) establish, adopt, enter into or amend or terminate any Company Plan or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company, its Subsidiaries or its Investment Entities; provided, however, that the Collective Bargaining Agreement for employees of the Lawlxx'x, Xxc. laundry operation and the Hotel Properties in Rochester, Minnesota (the "Collective Bargaining Agreement"), which is to expire on August 31, 1997, and the salaries and benefits provided thereunder may be amended, modified, extended or replaced as the result of good faith negotiations between the Company and the Union; (d) amend its or their Articles of Incorporation, By-Laws, partnership agreement or other comparable charter or organizational documents or alter through merger, liquidation, reorganization, restructuring or in any other fashion the entity structure or ownership of any of the Company's Subsidiaries and, to the extent consistent therewith, within the Company shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it during such period. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without the prior written consent of the Principal Purchasers: (a) amend or propose to amend its Certification of Incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders Agreement; (b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans or stock incentive plans control of the Company, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasersits Investment Entities; (e) except as required set forth on Schedule 4.1(e), acquire or agree to acquire (i) by applicable laws merging or consolidating with, or by purchasing a substantial portion of the stock, assets or properties of, (including through the exercise of any right of first refusal or the exercise of any option to purchase or convert), or by any Company employee benefit plan other manner, any business or contract any corporation, partnership, joint venture, association or other business organization or division thereof; or (ii) any material assets or properties (except purchases of inventory and services in effect the ordinary course of business consistent with past practice and capital expenditures permitted by (g) below); (f) except as provided in Section 4.22, sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of the date any of this Agreementits Properties or assets, except (i) increase the compensation payable sales of inventory and worn out or that could become payable by the Company to directorsobsolete furniture, officers or employees, other than increases in compensation made fixtures and equipment in the ordinary course of business consistent with past practice, (ii) enter into any new, leases of retail space in Properties which are hotels for more than 2,500 square feet or amend in any material respect any existing, employment, severance, retention or change in control agreement with any have a term of its past or present officers or employees, (iii) promote any officers or employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other less than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that 6 months and which are made in the ordinary course of business consistent with past practice; (f) acquire, by merger, consolidation, acquisition ; provided that Purchaser agrees not to unreasonably withhold its consent to any lease of stock a longer term or assetsgreater square footage, or otherwise, any business or Person or division thereof or make any loans, advances or capital contributions to or investments in any Person(iii) as disclosed on Schedule 4.1(f); (g) transfer, license, sell, lease except as set forth on Schedule 4.1(g) make any capital expenditure or otherwise dispose of commitment to make any material assets such expenditure except in accordance with the Capital Expenditures Budget or defer making any budgeted capital expenditure; provided that (whether by way of merger, consolidation, sale of stock or assetsi) the Company shall not make any expenditure, or otherwise)enter into any agreement which could result in an expenditure, in excess of $50,000 or approve any renovation plans or specifications without the approval of the Purchaser, which approval shall not be unreasonably withheld and (ii) following notice to, and to the extent circumstances permit, consultation with Purchaser, the Company shall be permitted to make capital expenditures not contemplated by the Capital Expenditure Budget to make emergency repairs; (hi) repurchaseexcept for mandatory prepayments from the proceeds of the sale of any asset listed on Schedule 4.1(f) and as set forth on Schedule 4.1(h), incur or prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another PersonPerson (other than guarantees by the Company in favor of any of its wholly owned Subsidiaries or by any of its Subsidiaries in favor of the Company), issue or sell any debt securities or options, warrants, calls warrants or other rights to acquire any debt securities of the CompanyCompany or any of its Subsidiaries or its Investment Entities, guarantee any debt securities of another Person, enter into any “"keep well” " or other contract agreement to maintain any financial statement condition of any other another Person or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice; (i) enter into, or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than short-term working capital borrowings incurred in the ordinary course of business consistent with past practice, which borrowings shall not in the aggregate exceed $8,500,000 outstanding at any particular time (provided that the foregoing shall not restrict the Company or fail any of its Subsidiaries or Investment Entities from renewing or replacing existing working capital lines provided that no such lines shall in the aggregate be in excess of $500,000 over the working capital lines that the Company has available to comply with it on the date heretofore provide for any governmental regulatory agency rule that would jeopardize penalties for the prepayment or termination of the same (other than customary LIBOR breakage costs), or (ii), except pursuant to partnership agreements previously disclosed to Purchaser and except pursuant to capital calls of Investment Entities not controlled by the Company or its Subsidiaries, make any loans, advances or capital contributions to, or investments in, any other Person, other than to the Company or any wholly owned Subsidiary of the Company’s ability , and other routine advances to fully exploit employees (which advances shall not exceed $50,000 in the aggregate at any one time outstanding); (i) change any accounting principle, method or practice used by it or any change in the classification of assets, recognition of income or expenses or the depreciation or amortization policies or rates theretofore applies, unless required by the Financial Accounting Standards Board ("FASB"); (j) make any material Tax election or settle or compromise any income Tax liability in excess of $250,000, in the aggregate or defer the payment of any material Taxes that come due; (k) enter into any contract, including but not limited to mortgages and security agreements, which would require the consent (including the waiver of any right of first refusal or similar right) of, the third party to the consummation of the transactions contemplated hereby other than renewals or replacements of existing working capital lines of credit on terms no less favorable to the Company IPthan the terms of such existing lines of credit; (l) make any single expenditure in excess of $50,000 without providing Purchaser's senior management the reasonable right to review and make recommendations of ways to defer payment and improve the Company's cash position, provided, however, that the Company shall be permitted to make timely payments required to avoid a breach or default under any existing contractual arrangements; or (nm) agree authorize any of, or commit or agree to do take any of, the foregoing actions. None of (a) through (m) above shall in any way be deemed to prevent the foregoingCompany from making current interest payments on the Notes.

Conduct of Business of the Company Pending the Closing. The Company shallExcept as contemplated by this Agreement, during the period from the date of this Agreement until to the earlier Closing Date, the Funds agree that the Company shall, and shall cause its Subsidiaries and, to the extent within its control, its Investment Entities to, act and carry on their respective businesses in all material respects in the ordinary course of (i) business and, to the Closingextent consistent therewith, or (ii) use reasonable efforts to preserve intact their current business organizations, keep available the termination services of their current key officers and employees and preserve the goodwill of those engaged in material business relationships with them and to maximize the cash position of the Company to fund in part the Distribution. Without limiting the generality of the foregoing, during the period from the date of this Agreement in accordance with to the terms hereofClosing Date, except as expressly contemplated by this Agreement, the Transaction Documents or as required by applicable laws or with Funds agree that the Company shall not, and shall not permit any of its Subsidiaries or, to the extent within the Company's control, its Investment Entities to, without the prior written consent of the Principal PurchasersPurchaser: (a) except as set forth on Schedule 4.1(a), conduct (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its outstanding Ownership Interests, other than dividends and distributions to the Company or any of its wholly owned Subsidiaries and other than dividends and distributions by non-wholly owned Subsidiaries and Investment Entities, (ii) split, combine or reclassify any of its outstanding Ownership Interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding Ownership Interests or (iii) purchase, redeem or otherwise acquire any outstanding Ownership Interests of the Company or any of its Subsidiaries or its Investment Entities, or any rights, warrants or options to acquire any such Ownership Interests except, in the case of clause (iii), for the acquisition by the Company or its wholly owned Subsidiaries of the capital stock of its wholly owned Subsidiaries; (b) except as set forth on Schedule 4.1(b), authorize for issuance, issue, deliver, sell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise encumber any shares of its Ownership Interests, any other voting securities or any securities convertible, exchangeable or exercisable into, or any rights, warrants or options to acquire, any such Ownership Interests, voting securities or other equity equivalents (including without limitation stock appreciation rights) (other than sales of capital stock of any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), or subject to contractual obligations, not consent to the admission of any new partners to any Partnerships; 45 39 (c) except to the extent required under existing Company Plans as in effect on the date of this Agreement or as set forth on Schedule 4.1(c), (i) increase or accelerate the compensation or fringe benefits of any of its directors, officers or employees, except for increases in salary or wages of employees of the Company who are not directors or officers of the Company in the ordinary course of business in accordance with past practice, or (ii) grant any severance or termination pay not currently required to be paid under any Company Plans as in effect on the date hereof, or (iii) enter into any employment agreement with any present or former director or officer or senior employee, or, other than in the ordinary course of business consistent with past practicepractice and subject to a right to terminate without cause and without severance payments, any other employee of the Company, or (iv) establish, adopt, enter into or amend or terminate any Company Plan or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company, its Subsidiaries or its Investment Entities; provided, however, that the Collective Bargaining Agreement for employees of the Lawlxx'x, Xxc. laundry operation and the Hotel Properties in Rochester, Minnesota (the "Collective Bargaining Agreement"), which is to expire on August 31, 1997, and the salaries and benefits provided thereunder may be amended, modified, extended or replaced as the result of good faith negotiations between the Company and the Union; (d) amend its or their Articles of Incorporation, By-Laws, partnership agreement or other comparable charter or organizational documents or alter through merger, liquidation, reorganization, restructuring or in any other fashion the entity structure or ownership of any of the Company's Subsidiaries and, to the extent consistent therewith, within the Company shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it during such period. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without the prior written consent of the Principal Purchasers: (a) amend or propose to amend its Certification of Incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders Agreement; (b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans or stock incentive plans control of the Company, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasersits Investment Entities; (e) except as required set forth on Schedule 4.1(e), acquire or agree to acquire (i) by applicable laws merging or consolidating with, or by purchasing a substantial portion of the stock, assets or properties of, (including through the exercise of any right of first refusal or the exercise of any option to purchase or convert), or by any Company employee benefit plan other manner, any business or contract any corporation, partnership, joint venture, association or other business organization or division thereof; or (ii) any material assets or properties (except purchases of inventory and services in effect the ordinary course of business consistent with past practice and capital expenditures permitted by (g) below); (f) except as provided in Section 4.22, sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of the date any of this Agreementits Properties or assets, except (i) increase the compensation payable sales of inventory and worn out or that could become payable by the Company to directorsobsolete furniture, officers or employees, other than increases in compensation made fixtures and equipment in the ordinary course of business consistent with past practice, (ii) enter into any new, leases of retail space in Properties which are hotels for more than 2,500 square feet or amend in any material respect any existing, employment, severance, retention or change in control agreement with any have a term of its past or present officers or employees, (iii) promote any officers or employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other less than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that 6 months and which are made in the ordinary course of business consistent with past practice; (f) acquire, by merger, consolidation, acquisition ; provided that Purchaser agrees not to unreasonably withhold its consent to any lease of stock a longer term or assetsgreater square footage, or otherwise, any business or Person or division thereof or make any loans, advances or capital contributions to or investments in any Person(iii) as disclosed on Schedule 4.1(f); (g) transfer, license, sell, lease except as set forth on Schedule 4.1(g) make any capital expenditure or otherwise dispose of commitment to make any material assets such expenditure except in accordance with the Capital Expenditures 46 40 Budget or defer making any budgeted capital expenditure; provided that (whether by way of merger, consolidation, sale of stock or assetsi) the Company shall not make any expenditure, or otherwise)enter into any agreement which could result in an expenditure, in excess of $50,000 or approve any renovation plans or specifications without the approval of the Purchaser, which approval shall not be unreasonably withheld and (ii) following notice to, and to the extent circumstances permit, consultation with Purchaser, the Company shall be permitted to make capital expenditures not contemplated by the Capital Expenditure Budget to make emergency repairs; (hi) repurchaseexcept for mandatory prepayments from the proceeds of the sale of any asset listed on Schedule 4.1(f) and as set forth on Schedule 4.1(h), incur or prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another PersonPerson (other than guarantees by the Company in favor of any of its wholly owned Subsidiaries or by any of its Subsidiaries in favor of the Company), issue or sell any debt securities or options, warrants, calls warrants or other rights to acquire any debt securities of the CompanyCompany or any of its Subsidiaries or its Investment Entities, guarantee any debt securities of another Person, enter into any “"keep well” " or other contract agreement to maintain any financial statement condition of any other another Person or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice; (i) enter into, or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than short-term working capital borrowings incurred in the ordinary course of business consistent with past practice, which borrowings shall not in the aggregate exceed $8,500,000 outstanding at any particular time (provided that the foregoing shall not restrict the Company or fail any of its Subsidiaries or Investment Entities from renewing or replacing existing working capital lines provided that no such lines shall in the aggregate be in excess of $500,000 over the working capital lines that the Company has available to comply with it on the date heretofore provide for any governmental regulatory agency rule that would jeopardize penalties for the prepayment or termination of the same (other than customary LIBOR breakage costs), or (ii), except pursuant to partnership agreements previously disclosed to Purchaser and except pursuant to capital calls of Investment Entities not controlled by the Company or its Subsidiaries, make any loans, advances or capital contributions to, or investments in, any other Person, other than to the Company or any wholly owned Subsidiary of the Company’s ability , and other routine advances to fully exploit employees (which advances shall not exceed $50,000 in the aggregate at any one time outstanding); (i) change any accounting principle, method or practice used by it or any change in the classification of assets, recognition of income or expenses or the depreciation or amortization policies or rates theretofore applies, unless required by the Financial Accounting Standards Board ("FASB"); (j) make any material Tax election or settle or compromise any income Tax liability in excess of $250,000, in the aggregate or defer the payment of any material Taxes that come due; (k) enter into any contract, including but not limited to mortgages and security agreements, which would require the consent (including the waiver of any right of first refusal or similar right) of, the third party to the consummation of the transactions contemplated hereby 47 41 other than renewals or replacements of existing working capital lines of credit on terms no less favorable to the Company IPthan the terms of such existing lines of credit; (l) make any single expenditure in excess of $50,000 without providing Purchaser's senior management the reasonable right to review and make recommendations of ways to defer payment and improve the Company's cash position, provided, however, that the Company shall be permitted to make timely payments required to avoid a breach or default under any existing contractual arrangements; or (nm) agree authorize any of, or commit or agree to do take any of, the foregoing actions. None of (a) through (m) above shall in any way be deemed to prevent the foregoingCompany from making current interest payments on the Notes.

Conduct of Business of the Company Pending the Closing. The Company shall(a) Seller, on the one hand, and the Company, on the other hand, each covenant and agree that, during the period from the date of this Agreement until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the terms hereofClosing Date, except as expressly contemplated by the Transaction Documents or as required by applicable laws or with the prior written consent of Buyer, or as expressly contemplated by this Agreement or as required by Law, the Principal Purchasers, conduct business of the Company and its business Subsidiaries shall be conducted in the ordinary course of business consistent with past practice, and, practice and the Company and its Subsidiaries shall comply with all applicable Laws and to the extent consistent therewith, the Company shall use its reasonable best efforts to preserve substantially their business organizations intact its and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, Governmental Authorities, employees, agents, consultants, and business organizationassociates, to keep available the services of the Company’s and its current officers and Subsidiaries’ present employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees agents and other Persons having business relationships with it during such periodconsultants. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without the prior written consent of the Principal Purchasers: (a1) amend create or propose to amend its Certification of Incorporation or Bylaws, except to increase the size incur any Lien on any assets of the Board Company or any of Directors as contemplated by the Stockholders Agreementits Subsidiaries; (b2) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans or stock incentive plans of the Company, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasers; (e) except as required by applicable laws or by any Company employee benefit plan or contract in effect as of the date of this Agreement, (i) increase the compensation payable or that could become payable by the Company to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practice, (ii) enter into any new, or amend in any material respect any existing, employment, severance, retention or change in control agreement with any of its past or present officers or employees, (iii) promote any officers or employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other than contributions required by law, the terms of such Company employee benefit plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice; (f) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances advances, guarantees or capital contributions to or investments in any Person; (g3) transferdeclare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or enter into any Contract with respect to the voting of its capital stock; (4) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; or (5) incur, or enter into, amend, modify or terminate any Contract with respect to, any Indebtedness for borrowed money or guarantee, or enter into, amend, modify or terminate any guarantee of, such Indebtedness of another Person, or issue, sell, enter into, amend, modify or terminate any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries. (6) enter into any new Contract involving payments or receipts in excess of $50,000 annually or $100,000 in the aggregate, or amend or terminate any existing Material Contract; (7) sell, lease, license, sell, lease transfer or otherwise dispose of any material assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise); (h) repurchase, prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” or other contract to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice; (i) enter into, or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authority, other than (i) any Action brought against the Purchasers arising out of a breach or alleged breach of this Agreement by the Purchasers, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter sales of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than inventory in the ordinary course of business consistent with past practice, business; (8) make any capital expenditure or fail to comply with any governmental regulatory agency rule that would jeopardize commitment in excess of $10,000 individually or $50,000 in the Company’s ability to fully exploit the Company IPaggregate; or (n9) agree make any payment or commit distribution of cash or assets outside the ordinary course of business, or make any loan or advance to do any Person. (b) Prior to making any written material broad-based communications to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the foregoingtransactions contemplated by this Agreement, the Company shall provide Buyer with a copy of the intended communication, Buyer shall have a reasonable period of time to review and comment on the communication, and Buyer and the Company shall cooperate in providing any such mutually agreeable communication.

Conduct of Business of the Company Pending the Closing. The Company shall, during the period from the date of this Agreement until the earlier later of (i) the Closing, (ii) until the new members of the Board are completely installed and possess the power to manage the direction, business and affairs of the Company or (iiiii) the termination of this Agreement in accordance with the terms hereof, except as expressly contemplated by the Transaction Documents this Agreement or as required by applicable laws Laws or with the prior written consent of the Principal PurchasersPurchaser, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall use its commercially reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it during such periodit. Without limiting the generality of the foregoing, between the date of this Agreement and the Closinglater of (i) the Closing or (ii) until the new members of the Board are completely installed and possess the power to manage the direction, business and affairs of the Company, except as otherwise expressly contemplated by the Transaction Documents this Agreement or as required by applicable lawsLaws, the Company shall not, without the prior written consent of the Principal PurchasersPurchaser: (a) amend or propose to amend its Certification of Incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders AgreementOrganizational Documents; (b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock; (c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans Stock Incentive Plan as of the date of this Agreement in accordance with their terms; (d) make any awards under equity compensation plans the 2004 Omnibus Stock Option Plan (or any other stock incentive plans plan of the Company), except for options to such Persons and in such amounts as may be mutually agreed upon in writing by Xx. Xxxxxx and the Principal PurchasersPurchaser; (e) except as required by applicable laws Laws or by any Company employee benefit plan or contract in effect as of the date of this Agreement, (i) increase the compensation payable or that could become payable by the Company to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practice, (ii) enter into any new, new or amend in any material respect respect, any existing, existing employment, severance, retention or change in control agreement with any of its past or present officers or employees, (iii) promote any officers or employees, except in connection with the Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company employee benefit plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company employee benefit plan if it were in existence as of the date of this Agreement, or make any contribution to any Company employee benefit plan, other than contributions required by lawLaws, the terms of such Company employee benefit plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice; (f) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances or capital contributions to or investments in any Person; (g) (i) transfer, license, sell, lease or otherwise dispose of any material assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise); (h) repurchase, prepay or incur any material indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” or other contract to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice; (i) enter into, into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Company Material Contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date hereof would constitute a Company Material Contract or lease with respect to material real estate hereunder; (j) institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other governmental authorityGovernmental Authority, other than (i) any Action brought against the Purchasers Purchaser arising out of a breach or alleged breach of this Agreement by the PurchasersPurchaser, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the SEC Reports; provided that the Company shall not settle or agree to settle any Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business; (k) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable laws; (l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance; (m) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Material IP, other than in the ordinary course of business consistent with past practice, or fail to comply with any governmental regulatory agency rule that would jeopardize the Company’s ability to fully exploit the Company IP; or (n) agree or commit to do any of the foregoing.