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

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless From the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Original Agreement and continuing Date until the earlier of the Closing and the termination of this Agreement in accordance with Section 9.1 or the Closing its terms (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies its Subsidiaries to, except as required by this Agreement, as contemplated by Section 8.04, as set forth on Schedule 6.01, as consented to in writing by Acquiror (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), use its commercially reasonable efforts to (i) conduct their respective businesses, in all material respects, and operate its business in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations(ii) timely pay all material Taxes due and payable by it (except to the extent being diligently contested in good faith by appropriate Actions and for which adequate reserves are established) and (iii) maintain the existing relations and goodwill of the Company Subsidiaries with customers, to keep available suppliers, joint venture partners, distributors and creditors of the services of their respective managers, directors, officers, employees and consultants, to maintain, Company Subsidiaries in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) . Without limiting the generality of Section 6.2(a) and the foregoing, except as required by this Agreement, as contemplated by the terms of this AgreementSection 8.04, during the Interim Periodas set forth on Schedule 6.01, without the prior written consent of the Purchaser as consented to by Acquiror in writing (which, with respect to subclauses (c), (e)-(k), (m), and the Parent (p)-(v), such consent shall not to be unreasonably withheldconditioned, conditioned withheld or delayed), or as required by applicable Law (including COVID-19 Measures), the Company shall not, and shall cause its Subsidiaries not to, during the Target Companies to notInterim Period: (ia) amend, waive change or otherwise change, in any respect, amend its Organizational Documents; (iib) authorize make, declare, set aside, establish a record date for issuanceor pay any dividend or distribution, issueother than any dividends or distributions from any wholly-owned Subsidiary of the Company, grant, sell, pledge, dispose of or propose either to issue, grant, sell, pledge or dispose of any of its equity securities the Company or any options, warrants, commitments, subscriptions or rights other wholly-owned Subsidiaries of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiesthe Company; (iiic) splitenter into, combinemodify, recapitalize amend, waive any right under, or reclassify terminate, any Contract of its shares or other equity interests or issue a type required to be listed on Schedule 4.12(a) (including, for clarity, any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cashContract that, equity or property if existing on the Original Agreement Date, would have been required to be listed on Schedule 4.12(a)) or any combination thereofLease to which any Company Group Member is a party or by which it is bound, but in each case excluding (i) entries, modifications, amendments, waivers, terminations or non-renewals of Contracts in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, (ii) non-renewals or expirations of Contracts in excess of $100,000 accordance with their terms and (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation iii) terminations of any PersonContracts set forth on Schedule 4.24; (d) (i) issue, deliver, sell, transfer, pledge or dispose of, or place any Lien (other than a Permitted Lien) on, any Equity Securities of any Company Group Member or (ii) issue or grant any options, warrants or other rights to purchase or obtain any Equity Securities of any Company Group Member, except in the ordinary course pursuant to any existing Company Benefit Plan; (e) sell, assign, transfer, convey, lease, exclusively license, abandon, allow to lapse or expire, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any material assets, rights or properties (including material Owned Intellectual Property) of the Company Group, other than (i) the expiration of Owned Intellectual Property in accordance with the applicable statutory term or abandonment of Owned Intellectual Property registrations or applications in the ordinary course of business, (ii) non-exclusive licenses of Owned Intellectual Property granted in the ordinary course consistent with past practices, (iii) the sale or provision of Company Group Products to customers in the ordinary course of business, or the sale, permission to lapse, abandonment, or other disposition of tangible assets or equipment deemed by the Company in its reasonable business judgment to be obsolete or not worth the costs of maintaining or registering the item, or (iv) transactions among the Company Subsidiaries; (f) disclose to any Person any Trade Secrets or any source code constituting Owned Intellectual Property (in each case, other than to Acquiror or its Representatives, or pursuant to a written confidentiality agreement entered into in the ordinary course of business, or in connection with the Transactions); (g) (i) cancel or compromise any claim or Indebtedness owed to any Company Group Member, (ii) settle any pending or threatened Action, (A) if such settlement would require payment by the Company in an amount greater than $500,000, (B) to the extent such settlement includes an agreement to accept or concede injunctive relief restricting the Company in a manner materially adverse to the Company, (C) to the extent such settlement involves a Governmental Authority or alleged criminal wrongdoing, or (D) to the extent such settlement relates to any Transaction Litigation, or (iii) agree to modify in any respect materially adverse to the Company Group any confidentiality or similar Contract to which any Company Group Member is a party; (h) except as otherwise required by the terms of any existing Company Benefit Plans set forth on Schedule 4.13(a) and as in effect on the Original Agreement Date, (i) grant any material increase in compensation, benefits or severance to any current or former Company Service Provider of the Company Group, except in connection with a promotion based on job performance or workplace requirements for an employee with annual base compensation equal to or less than $200,000 in the ordinary course of business and consistent with past practice; (ii) make any grant or promise of any severance, retention or termination payment or arrangement to any current or former Company Service Provider, except for any severance or termination payments in connection with the termination of any Key Employee in the ordinary course of business not to exceed $75,000; (iii) make any change in the key management structure of such Company Group Member, including the hiring of any individuals who would be, upon such hire, Key Employees, or the termination (other than for “cause” or due to death or disability) of Key Employees; (iv) take any action to accelerate any payments or benefits, or the funding of any payments or benefits, payable or to become payable to any current or former Company Service Provider; (v) increase establish, adopt, enter into, amend or terminate in any material respect any material Company Benefit Plan or any collective bargaining or similar agreement, or any plan, agreement, program, policy, trust, fund, Contract or other arrangement that would be a Company Benefit Plan if it were in existence as of the wagesOriginal Agreement Date, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent business (and other than an employment offer letter providing for at-will employment with past practice, and in any event respect to a new employee that does not in the aggregate by more than five percent contain severance and/or a transaction or retention payment) with respect to new employees with an annual compensation not exceeding $200,000; or (5%vi) hire (or make an offer to hire), or make or commit to make any bonus payment engage, terminate (whether in cashwithout cause), property or securities) to any employeefurlough, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate temporarily layoff any Company Benefit Plan with, for or Service Provider with annual base compensation in respect excess of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice$200,000; (vii) make implement or rescind announce any material election relating to Taxesemployee layoffs, settle any claimfurloughs, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refundreductions in force, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAPsimilar actions that could require advance notice under the WARN Act; (viij) transfer or license to any Person or otherwise negotiate, modify, extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract CBA or (Cii) with a term longer than one year that cannot be terminated without payment recognize or certify any labor union, labor organization, works council, or group of a material penalty and upon notice employees as the bargaining representative for any employee of sixty (60) days or lessany Company Group Member; (ixk) fail to maintain its bookswaive or release any noncompetition, accounts and records in all material respects in the ordinary course nonsolicitation, nondisclosure, noninterference, non-disparagement, or other restrictive covenant obligation of business consistent with past practiceany individual; (xl) establish any Subsidiary directly or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies indirectly acquire by merging or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief onconsolidating with, or by purchasing a substantial portion of the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate)assets of, or otherwise pay, discharge by purchasing all of or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activitiesa substantial equity interest in, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of manner, any business combination, or any corporation, partnership, limited liability company, joint venture, association or other business organization entity or Person or division thereof in each case, that would be material to the Company Group, taken as a whole, and other than in the ordinary course of business; (m) make any division thereofloans or advance any money or other property to any Person, or any material amount of assets outside except for (A) advances in the ordinary course of business consistent with past practiceto employees, officers or independent contractors of the Company or any of its Subsidiaries, (B) prepayments and deposits paid to suppliers of the Company or any of its Subsidiaries in the ordinary course of business, (C) trade credit extended to customers of the Company or any of its Subsidiaries in the ordinary course of business, and (D) loans or advances among the Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries of the Company; (xvin) make capital expenditures redeem, purchase, repurchase or otherwise acquire, or offer to redeem, purchase, repurchase or acquire, any Equity Securities of the Company or any of its Subsidiaries, except for (i) the acquisition by any Company Group Member of any Equity Securities of any Company Group Member in excess connection with the forfeiture or cancellation of $100,000 such interests, (individually for ii) transactions between the Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries of the Company and (iii) repurchases of unvested shares in connection with the termination of the employment or service relationship with any project (employee, director, or set of related projects) consultant pursuant to stock option or $250,000 purchase agreements in effect on the aggregate)Original Agreement Date; (xviio) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of the Company or any of its Subsidiaries, except for any such transaction by a wholly-owned Subsidiary of the Company that remains a wholly-owned Subsidiary of the Company after consummation of such transaction; (p) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; (q) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of the Company or any of its Subsidiaries (other than the Transactions); (xviiir) voluntarily incur make, change or revoke any Liability material Tax election, change or obligation revoke any accounting method, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (whether absolutes) (i) incur, accruedcreate or assume any Indebtedness, contingent or otherwise(ii) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to modify the terms of a Company Material Contract any Indebtedness, other than the Indebtedness set forth on Schedule 6.01(s) hereto or Company Benefit Plan; (xixiii) sellassume, lease, license, transfer, exchange guarantee or swap, mortgage or otherwise pledge or encumber (including securitizations)endorse, or otherwise dispose become responsible for, the obligations of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expensesfor Indebtedness, in each case, provided other than any (A) Indebtedness incurred in the ordinary course of business consistent business, the proceeds of which are used solely with past practicerespect to operational aspects of the Company Group, (B) Indebtedness incurred between the Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, or (C) guarantees of Indebtedness of a wholly-owned Subsidiary of the Company otherwise incurred in compliance with this Section 6.01(s); (xxiiit) make fail to maintain in full force and effect material insurance policies covering the Company Group and their respective properties, assets and businesses in a form and amount consistent with past practices in a manner detrimental to the Company Group; (u) enter into any Contract or amend in any material respect any existing Contract with any Company Equityholders or any Affiliate of any Company Equityholder (excluding any ordinary course payments of compensation, provision of benefits or transfer reimbursement of expenses in respect of Company Equityholders who are officers, directors, employees or other service providers of any assets to any affiliatesCompany Subsidiaries in their capacity as an officer, director, employee or other service provider); or (xxivv) authorize enter into any Contract, or agree otherwise become obligated, to do any action prohibited under Section 6.01(a) through (v). Notwithstanding anything in this Section 6.01 or this Agreement to the contrary, nothing shall give Acquiror, directly or indirectly, the right to control or direct the operations of any Company Group Member prior to the foregoing actionsClosing.

Conduct of Business of the Company. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or a Governmental Authority, or as consented to by Parent (a) Unless the Purchaser and the Parent which consent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from between the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement in accordance with Section 9.1 or the Closing 8.1 hereof (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies its Subsidiaries to, (ix) conduct their respective businesses, in all material respects, businesses in the ordinary course of business consistent and in material compliance with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employeesLaw, and (iiiy) take all reasonable measures necessary or appropriate to preserve intact, in each case in all material respects, use their commercially reasonable efforts to maintain and preserve their respective business organizationsbusinesses and organizations intact, to keep available the services of retain their respective managers, directors, officers, present officers and employees and consultants, to maintain, in all material respects, maintain and preserve their existing respective relationships with all Top Customers their officers and Top Suppliersemployees, Merchants, suppliers, vendors, licensors, Governmental Authorities, creditors and to preserve others having business relations with such Person. Except as set forth in Section 5.1 of the possessionCompany Disclosure Schedule, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as otherwise contemplated by the terms of this Agreement, during the Interim Periodas required by applicable Law or a Governmental Authority, without the prior written consent of the Purchaser and the or as consented to by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall not, not and shall cause the Target Companies to notits Subsidiaries not to: (ia) amendchange or amend any of the Organizational Documents of the Acquired Companies, waive or otherwise change, in any respect, its Organizational Documentsauthorize or propose the same; (iib) issue, deliver or sell, or authorize for or propose the issuance, issue, grant, sell, pledge, dispose of delivery or propose to issue, grant, sell, pledge or dispose sale of any of its equity securities or (including any debt securities and including any options, warrants, commitmentscalls, subscriptions or rights of any kind to acquire or sell any of its equity securitiesconversion rights, commitments or other securities, including any securities convertible into or exchangeable otherwise relating to such securities) or authorize or propose any change in its equity capitalization or capital structure, or enter into any agreement, understanding or arrangement (other than the Company Support Agreements) with respect to the voting of equity securities of the Company; provided, that this Section 5.1(b) shall not restrict the exchange of Company Profits Units for Preferred Units (as defined in the Company LLC Agreement) as set forth in the Company LLC Agreement; (c) declare or pay any distribution (other than ordinary and regular tax distributions or distributions made by wholly-owned Subsidiaries of the Company to the Company or any of its shares or other equity securities or securities of any class and any other equitywholly-based awards, or engage owned Subsidiaries) in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity limited liability company interests or issue authorize the issuance of any other securities in respect thereof of, in lieu of or pay or set aside in substitution for any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interestssecurities or purchase, or directly or indirectly redeem, purchase redeem or otherwise acquire or offer to acquire retire for value any of its securities; (ivd) incur, create, assume, prepay guarantee or otherwise become liable for any Company Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 1,000,000 (individually or in the aggregate), except for (i) any such Company Indebtedness among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, (ii) guarantees by the Company of existing indebtedness of Subsidiaries of the Company, (iii) capital leases entered into by the Company and its Subsidiaries in the ordinary course of business, (iv) amounts borrowed under the Existing Credit Agreement (not to exceed $108,000,000 in the aggregate) and (v) the accrual of interest on indebtedness outstanding as of the date of this Agreement or incurred in compliance with this Section 5.1(d); (e) make a loan or advance to or investment in any third party, party (other than (i) loans or guarantee advances to or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, investments in the case of employees other than executive officers, increase the wages, salaries Company or compensation of any of such employees other than wholly-owned Subsidiary thereof or (ii) in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent ); (5%), or f) make or commit agree to make any bonus payment capital expenditures (whether in cash, property or securities) to any employee, or materially increase other benefits exclusive of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or software development costs incurred in the ordinary course of business consistent with past practice) in excess of $100,000 individually, or $200,000 in the aggregate, for the Acquired Companies; (vig) except as required to comply with Contracts, Company Benefit Plans and Company Benefit Arrangements existing on the date of this Agreement, (i) adopt, enter into, terminate or materially amend any Company Benefit Plan or Company Benefit Arrangement or any collective bargaining agreement; (ii) increase the compensation or benefits of, agree to pay any bonus to, or materially modify the terms of employment or engagement of, any director, officer, employee or consultant, except that compensation and the terms of employment of employees who are not executive officers may be modified in the ordinary course of business consistent with past practice; (iii) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity compensation; (iv) grant any bonus, incentive, equity, or performance awards under any Company Benefit Plan or Company Benefit Arrangement or any agreement that would be a Company Benefit Plan or Company Benefit Arrangement if entered into prior to the date hereof; or (v) take any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan or Company Benefit Arrangement other than in the ordinary course of business; (h) sell, assign, lease, sublease, exclusively license, exclusively sublicense, pledge or otherwise transfer or dispose of or grant any option or exclusive rights in, to or under, any material assets (including material Intellectual Property) of the Acquired Companies (other than any such actions performed by an Acquired Company in the ordinary course of business); (i) acquire (whether by merger, consolidation, acquisition of stock or assets or any other form of business combination) any non-natural Person or business or initiate the start-up of any new business, non-wholly-owned Subsidiary or joint venture or otherwise acquire any securities or material assets; (j) merge or consolidate, or agree to merge or consolidate with or into any other Person; (k) enter into any Material Contract or amend, modify, terminate or waive any material right under any Material Contract or any Material Permit (other than any such actions performed by an Acquired Company in the ordinary course of business); (l) commence a lawsuit or settle, compromise, release or waive its rights under any claim or litigation, other than for (i) routine collection and settlement matters or (ii) in connection with ordinary course commercial matters; (m) enter into, amend or terminate (other than terminations in accordance with their terms) any Contract or transaction with any Related Party (other than compensation and benefits and advancement of expenses, in each case, in the ordinary course of business consistent with past practice), or waive any material right in connection therewith; (n) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (o) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP; (p) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy with a Governmental Authority relating to a material amount of Taxes, file any materially amended Tax Return or claim for refundrefund of a material amount of Taxes, or make any material change in its to a method of accounting or for Tax policies or procedurespurposes, in each case except as required by applicable Law or in compliance with GAAP; (viiq) transfer effect any mass layoff or license to any Person other personnel reduction or otherwise extend, materially amend or modify, permit to lapse or fail to preserve change of more than 25 employees at any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secretsits facilities; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xir) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage (in the aggregate) with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xiis) revalue accelerate the collection of any of its material assets trade receivables or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only delay the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, trade payables or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivt) authorize or agree (in writing or otherwise) to do take any of the foregoing actionsactions described in this Section 5.1. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall give to Parent, directly or indirectly, the right to control or direct the ordinary course operations of any Acquired Company prior to the Closing.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from From the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement in accordance with Section 9.1 or the Closing its terms (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies its Subsidiaries to, except as required by this Agreement, as contemplated by Section 8.04, as set forth on Schedule 6.01, as consented to in writing by Acquiror (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), use its commercially reasonable efforts to (i) conduct their respective businesses, in all material respects, and operate its business in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations(ii) timely pay all material Taxes due and payable by it (except to the extent being diligently contested in good faith by appropriate Actions and for which adequate reserves are established) and (iii) maintain the existing relations and goodwill of the Company Subsidiaries with customers, to keep available suppliers, joint venture partners, distributors and creditors of the services of their respective managers, directors, officers, employees and consultants, to maintain, Company Subsidiaries in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) . Without limiting the generality of Section 6.2(a) and the foregoing, except as required by this Agreement, as contemplated by the terms of this AgreementSection 8.04, during the Interim Periodas set forth on Schedule 6.01, without the prior written consent of the Purchaser as consented to by Acquiror in writing (which, with respect to subclauses (c), (e)-(k), (m), and the Parent (p)-(v), such consent shall not to be unreasonably withheldconditioned, conditioned withheld or delayed), or as required by applicable Law (including COVID-19 Measures), the Company shall not, and shall cause its Subsidiaries not to, during the Target Companies to notInterim Period: (ia) amend, waive change or otherwise change, in any respect, amend its Organizational Documents; (iib) authorize make, declare, set aside, establish a record date for issuanceor pay any dividend or distribution, issueother than any dividends or distributions from any wholly-owned Subsidiary of the Company, grant, sell, pledge, dispose of or propose either to issue, grant, sell, pledge or dispose of any of its equity securities the Company or any options, warrants, commitments, subscriptions or rights other wholly-owned Subsidiaries of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiesthe Company; (iiic) splitenter into, combinemodify, recapitalize amend, waive any right under, or reclassify terminate, any Contract of its shares or other equity interests or issue a type required to be listed on Schedule 4.12(a) (including, for clarity, any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cashContract that, equity or property if existing on the date hereof, would have been required to be listed on Schedule 4.12(a)) or any combination thereofLease to which any Company Group Member is a party or by which it is bound, but in each case excluding (i) entries, modifications, amendments, waivers, terminations or non-renewals of Contracts in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, (ii) non-renewals or expirations of Contracts in excess of $100,000 accordance with their terms and (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation iii) terminations of any PersonContracts set forth on Schedule 4.24; (d) (i) issue, deliver, sell, transfer, pledge or dispose of, or place any Lien (other than a Permitted Lien) on, any Equity Securities of any Company Group Member or (ii) issue or grant any options, warrants or other rights to purchase or obtain any Equity Securities of any Company Group Member, except in the ordinary course pursuant to any existing Company Benefit Plan; (e) sell, assign, transfer, convey, lease, exclusively license, abandon, allow to lapse or expire, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any material assets, rights or properties (including material Owned Intellectual Property) of the Company Group, other than (i) the expiration of Owned Intellectual Property in accordance with the applicable statutory term or abandonment of Owned Intellectual Property registrations or applications in the ordinary course of business, (ii) non-exclusive licenses of Owned Intellectual Property granted in the ordinary course consistent with past practices, (iii) the sale or provision of Company Group Products to customers in the ordinary course of business, or the sale, permission to lapse, abandonment, or other disposition of tangible assets or equipment deemed by the Company in its reasonable business judgment to be obsolete or not worth the costs of maintaining or registering the item, or (iv) transactions among the Company Subsidiaries; (f) disclose to any Person any Trade Secrets or any source code constituting Owned Intellectual Property (in each case, other than to Acquiror or its Representatives, or pursuant to a written confidentiality agreement entered into in the ordinary course of business, or in connection with the Transactions); (g) (i) cancel or compromise any claim or Indebtedness owed to any Company Group Member, (ii) settle any pending or threatened Action, (A) if such settlement would require payment by the Company in an amount greater than $500,000, (B) to the extent such settlement includes an agreement to accept or concede injunctive relief restricting the Company in a manner materially adverse to the Company, (C) to the extent such settlement involves a Governmental Authority or alleged criminal wrongdoing, or (D) to the extent such settlement relates to any Transaction Litigation, or (iii) agree to modify in any respect materially adverse to the Company Group any confidentiality or similar Contract to which any Company Group Member is a party; (h) except as otherwise required by the terms of any existing Company Benefit Plans set forth on Schedule 4.13(a) and as in effect on the date hereof, (i) grant any material increase in compensation, benefits or severance to any current or former Company Service Provider of the Company Group, except in connection with a promotion based on job performance or workplace requirements for an employee with annual base compensation equal to or less than $200,000 in the ordinary course of business and consistent with past practice; (ii) make any grant or promise of any severance, retention or termination payment or arrangement to any current or former Company Service Provider, except for any severance or termination payments in connection with the termination of any Key Employee in the ordinary course of business not to exceed $75,000; (iii) make any change in the key management structure of such Company Group Member, including the hiring of any individuals who would be, upon such hire, Key Employees, or the termination (other than for “cause” or due to death or disability) of Key Employees; (iv) take any action to accelerate any payments or benefits, or the funding of any payments or benefits, payable or to become payable to any current or former Company Service Provider; (v) increase establish, adopt, enter into, amend or terminate in any material respect any material Company Benefit Plan or any collective bargaining or similar agreement, or any plan, agreement, program, policy, trust, fund, Contract or other arrangement that would be a Company Benefit Plan if it were in existence as of the wagesdate of this Agreement, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent business (and other than an employment offer letter providing for at-will employment with past practice, and in any event respect to a new employee that does not in the aggregate by more than five percent contain severance and/or a transaction or retention payment) with respect to new employees with an annual compensation not exceeding $200,000; or (5%vi) hire (or make an offer to hire), or make or commit to make any bonus payment engage, terminate (whether in cashwithout cause), property or securities) to any employeefurlough, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate temporarily layoff any Company Benefit Plan with, for or Service Provider with annual base compensation in respect excess of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice$200,000; (vii) make implement or rescind announce any material election relating to Taxesemployee layoffs, settle any claimfurloughs, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refundreductions in force, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAPsimilar actions that could require advance notice under the WARN Act; (viij) transfer or license to any Person or otherwise negotiate, modify, extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract CBA or (Cii) with a term longer than one year that cannot be terminated without payment recognize or certify any labor union, labor organization, works council, or group of a material penalty and upon notice employees as the bargaining representative for any employee of sixty (60) days or lessany Company Group Member; (ixk) fail to maintain its bookswaive or release any noncompetition, accounts and records in all material respects in the ordinary course nonsolicitation, nondisclosure, noninterference, non-disparagement, or other restrictive covenant obligation of business consistent with past practiceany individual; (xl) establish any Subsidiary directly or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies indirectly acquire by merging or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief onconsolidating with, or by purchasing a substantial portion of the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate)assets of, or otherwise pay, discharge by purchasing all of or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activitiesa substantial equity interest in, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of manner, any business combination, or any corporation, partnership, limited liability company, joint venture, association or other business organization entity or Person or division thereof in each case, that would be material to the Company Group, taken as a whole, and other than in the ordinary course of business; (m) make any division thereofloans or advance any money or other property to any Person, or any material amount of assets outside except for (A) advances in the ordinary course of business consistent with past practiceto employees, officers or independent contractors of the Company or any of its Subsidiaries, (B) prepayments and deposits paid to suppliers of the Company or any of its Subsidiaries in the ordinary course of business, (C) trade credit extended to customers of the Company or any of its Subsidiaries in the ordinary course of business, and (D) loans or advances among the Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries of the Company; (xvin) make capital expenditures redeem, purchase, repurchase or otherwise acquire, or offer to redeem, purchase, repurchase or acquire, any Equity Securities of the Company or any of its Subsidiaries, except for (i) the acquisition by any Company Group Member of any Equity Securities of any Company Group Member in excess connection with the forfeiture or cancellation of $100,000 such interests, (individually for ii) transactions between the Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries of the Company and (iii) repurchases of unvested shares in connection with the termination of the employment or service relationship with any project (employee, director, or set of related projects) consultant pursuant to stock option or $250,000 purchase agreements in effect on the aggregate)date hereof; (xviio) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of the Company or any of its Subsidiaries, except for any such transaction by a wholly-owned Subsidiary of the Company that remains a wholly-owned Subsidiary of the Company after consummation of such transaction; (p) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; (q) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of the Company or any of its Subsidiaries (other than the Transactions); (xviiir) voluntarily incur make, change or revoke any Liability material Tax election, change or obligation revoke any accounting method, settle or compromise any Tax liability or any Action, audit or other similar proceeding related to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, enter into any Tax sharing or similar agreement, file any amended material Tax Return, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (whether absolutes) (i) incur, accruedcreate or assume any Indebtedness, contingent or otherwise(ii) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to modify the terms of a Company Material Contract any Indebtedness, other than the Indebtedness set forth on Schedule 6.01(s) hereto or Company Benefit Plan; (xixiii) sellassume, lease, license, transfer, exchange guarantee or swap, mortgage or otherwise pledge or encumber (including securitizations)endorse, or otherwise dispose become responsible for, the obligations of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expensesfor Indebtedness, in each case, provided other than any (A) Indebtedness incurred in the ordinary course of business consistent business, the proceeds of which are used solely with past practicerespect to operational aspects of the Company Group, (B) Indebtedness incurred between the Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, or (C) guarantees of Indebtedness of a wholly-owned Subsidiary of the Company otherwise incurred in compliance with this Section 6.01(s); (xxiiit) make fail to maintain in full force and effect material insurance policies covering the Company Group and their respective properties, assets and businesses in a form and amount consistent with past practices in a manner detrimental to the Company Group; (u) enter into any Contract or amend in any material respect any existing Contract with any Company Equityholders or any Affiliate of any Company Equityholder (excluding any ordinary course payments of compensation, provision of benefits or transfer reimbursement of expenses in respect of Company Equityholders who are officers, directors, employees or other service providers of any assets to any affiliatesCompany Subsidiaries in their capacity as an officer, director, employee or other service provider); or (xxivv) authorize enter into any Contract, or agree otherwise become obligated, to do any action prohibited under Section 6.01(a) through (v). Notwithstanding anything in this Section 6.01 or this Agreement to the contrary, nothing shall give Acquiror, directly or indirectly, the right to control or direct the operations of any Company Group Member prior to the foregoing actionsClosing.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (ic) amend, waive or otherwise change, in any respect, its Organizational Documents; (iid) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iiie) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (ivf) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (vg) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vih) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (viii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viiij) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ixk) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xl) establish any Subsidiary or enter into any new line of business; (xim) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xiin) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiiio) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xivp) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvq) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvir) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xviis) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviiit) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xixu) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxv) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxiw) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxiix) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiiiy) make any payments or transfer any assets to any affiliates; or (xxivz) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or as set forth on Schedule 6.3, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies Company and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all those commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a6.3(a) and except as contemplated by the terms of this AgreementAgreement or as set forth on Schedule 6.3, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as explicitly contemplated by this Agreement; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securitiessecurity interests, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiesequity securities or other security interests; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend distribution or other distribution dividend (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securitiesequity securities or other security interests; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any PersonPerson (provided, that this Section 6.3(b)(iv) shall not prevent the Target Companies from refinancing any previously existing Indebtedness for the same or lesser amounts on terms more favorable to the Target Companies, as determined in the reasonable judgment of the Company); (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or increase bonuses for employees in the aggregate in excess of five percent (5%), or make commitments to advance with respect to bonuses for fiscal year 2013 or commit to make any bonus payment (whether in cash, property or securities) to any employee2014, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, under any Company Material Contract outside of the ordinary course of business or any tenant lease or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregateyear, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary outside of the ordinary course of business or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply maintain compliant with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practicebusiness; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights, other than pursuant to operation of Law; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the CompanyCompany Securities; (xxi) take any action that would reasonably be expected to significantly materially delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practicebusiness); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxxiii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or as set forth on Schedule 5.1, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies Company and their respective its businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.1(a) and except as contemplated by the terms of this AgreementAgreement or as set forth on Schedule 5.1, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Governing Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 50,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course Ordinary Course of businessBusiness, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company Owned IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 50,000 per year or $250,000 150,000 in the aggregate, (B) that would be a Company Material material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xix) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiiixi) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 50,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company FinancialsFinancial Statements; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvxii) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvixiii) make capital expenditures in excess of $100,000 50,000 (individually for any project (or set of related projects) or $250,000 150,000 in the aggregate); (xviixiv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviiixv) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 50,000 individually or $250,000 150,000 in the aggregate other than pursuant to the terms of a Company Material material Contract or Company Benefit Plan; (xixxvi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxxvii) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxiixviii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course Ordinary Course of business Business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxix) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless Except as required by applicable Law or as permitted or expressly contemplated by this Agreement or set forth in Section 5.1 of the Purchaser and Company Disclosure Schedule, during the period from the date hereof until the Effective Time, unless Parent shall otherwise consent in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shallwill, and shall will cause the Target Companies each of its Subsidiaries to, (i) conduct their respective businessesits operations in the ordinary course of business consistent with past practice, and (ii) seek to preserve intact its current business organizations, seek to keep available the service of its current officers, employees, consultants, contractors, subcontractors and agents, and seek to preserve its relationships with customers, suppliers and others having business dealings with the Company and its Subsidiaries. Without limiting the generality of the foregoing, and except as required by applicable Law or as otherwise expressly provided in all material respectsthis Agreement or Section 5.1 of the Company Disclosure Schedule, prior to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (a) amend the memorandum and articles of association or other similar organizational documents of the Company or any of its Subsidiaries; (b) issue, sell, pledge, dispose of, transfer, deliver, grant or encumber, or authorize the issuance, sale, pledge, disposition, transfer, delivery, grant or encumbrance of (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), any shares of the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares, or any equity equivalents (including, without limitation, any share options or share appreciation rights) of the Company or any of its Subsidiaries; (c) declare, set aside or pay any dividend or make any other actual, constructive or deemed distribution (whether in cash, share or property or any combination thereof) with respect of the share capital of the Company or any of its Subsidiaries (except for any dividend or distribution by a Subsidiary to the Company or to another Subsidiary of the Company); (d) (i) split, combine, subdivide or reclassify any share capital of the Company or any of its Subsidiaries, (ii) redeem, repurchase or otherwise acquire any of its share capital or any share capital of any of its Subsidiaries, or (iii) enter into any agreement with respect to the voting of the share capital of the Company; (e) effect any merger, consolidation, scheme of arrangement, amalgamation, liquidation, dissolution, reorganization, restructuring or similar transaction involving the Company or any of its Subsidiaries; (f) create any new Subsidiary or joint venture; (g) (i) incur, modify, renew or assume any long-term or short-term debt or issue any debt securities in excess of US$1,000,000 in the aggregate, except for borrowings under existing lines of credit in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay guarantee, endorse or otherwise become liable for any Indebtedness or responsible (whether directly, contingently or otherwise), outside ) for the ordinary course obligations of business, any other Person in excess of $100,000 (individually or US$1,000,000 in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than except in the ordinary course of business, business consistent with past practice, and except for guarantees of obligations of Wholly Owned Subsidiaries of the Company, (iii) make any loans, advances or capital contributions to, or investments in, any other Person (other than to Wholly Owned Subsidiaries of the Company) in any event not excess of US$1,000,000 in the aggregate by more than five percent (5%)aggregate, or make (iv) other than Permitted Liens, mortgage or commit to make pledge any bonus payment (whether in cashmaterial assets of the Company and any of its Subsidiaries, property tangible or securities) to any employeeintangible, or materially increase other benefits of employees generally, create or enter into, establish, materially amend or terminate suffer to exist any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employeeLien thereupon, in each case in excess of US$1,000,000 in the aggregate; (h) except as may be required by Law or under any plan, arrangement or agreement existing on the date hereof, (i) enter into, adopt, amend or extend any bonus, profit sharing, compensation, severance, termination, share option, share appreciation right, restricted share, performance unit, share equivalent, share purchase agreement, pension, retirement, deferred compensation, labor, collective bargaining, employment or other than employee benefit agreement, trust, plan, fund, award or other arrangement for the benefit or welfare of any employee of the Company or any of its Subsidiaries in any material manner except for employment agreements with employees in the ordinary course of business and consistent with past practice, (ii) increase in any material manner the compensation or fringe benefits of any employee of the Company or any of its Subsidiaries, or pay any benefit not required by any plan, arrangement or agreement as in effect as of the date hereof (including, without limitation, the granting of share appreciation rights, performance units or any other equity-based compensation), or (iii) forgive any material loans to any employee of the Company or any of its Subsidiaries; (i) acquire, sell, lease or dispose of any assets, in any transaction or related series of transactions, in excess of US$1,000,000; (j) make any changes with respect to accounting policies or procedures, except as required by changes in GAAP or applicable Law; (i) acquire any company, partnership or other business organization or division thereof or any equity interest therein in excess of US$1,000,000; or (ii) authorize any new capital expenditure or expenditures which, in the aggregate, are in excess of US$1,000,000, except as budgeted in the Company’s current plan approved by the Company Board that was made available to Parent; (l) make, change or revoke any material Tax election, amend any material Tax Return (except as required by applicable Law), pursuant enter into any material closing agreement with respect to Taxes, settle or compromise any material Tax liability, surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes, or change (or make a request to any taxing authority to change) any material aspect of its method of accounting for Tax purposes; (m) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of US$1,000,000, other than the terms payment, discharge or satisfaction in the ordinary course of any business consistent with past practice of liabilities reflected or reserved against in the Company’s consolidated balance sheet as of December 31, 2012 (or the notes thereto) as included in the Company Benefit Plans SEC Reports, or incurred subsequent to such date in the ordinary course of business consistent with past practice; (vii) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; , cancel, modify, terminate or grant a waiver of any material rights under any Material Contract (xexcept for any modification or amendment that is beneficial to the Company), (ii) establish any Subsidiary or enter into any a new line Contract that would be a Material Contract if in existence as of business; the date of this Agreement, or (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiiiiii) waive, release, assigncancel, settle convey or compromise otherwise assign any claim, action material rights or proceeding claims under any such Material Contract or new Contract; (including o) enter into any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby)material new line of business, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess if such new line of $100,000 (individually for any project (business is related to, and a reasonable expansion of, the Company’s or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities Subsidiaries’ business that is conducted as of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining date of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxiip) fail to make any filings or registrations with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder within the required timeframe taking into account any permissible extension; (i) abandon, disclaim, dedicate to the public, sell, assign or grant any security interest in, to or under any material Intellectual Property owned by or licensed to the Company or any of its Subsidiaries currently; (ii) grant to any third party any license, or enter intointo any covenant not to xxx, amendwith respect to any such Intellectual Property; (iii) disclose or allow to be disclosed any material confidential information with respect to such Intellectual Property to any Person, waive or terminate (other than terminations employees of the Company or its Subsidiaries that are subject to a confidentiality or non-disclosure covenant protecting against further disclosure thereof or with respect to disclosure thereof in accordance connection with their terms) any transaction with any Related Person (other than compensation and benefits and advancement the filing, publication or issuance of expenses, in each case, provided patents; except in the ordinary course of business consistent with past practice); or (iv) fail to notify Parent promptly of any material infringement, misappropriation or other violation of or conflict with any such Intellectual Property of which the Company or any of its Subsidiaries becomes aware and to reasonably consult with Parent regarding the actions (if any) to take to protect such Intellectual Property; (xxiiir) make enter into or amend any payments Contract with any “related party” (as such term is defined in Item 404 of Regulation S-K promulgated under the Exchange Act) or transfer any assets Affiliate of the Company, other than (A) Contracts solely between the Company and/or wholly-owned Subsidiaries of the Company and (B) Contracts relating to any affiliatesservices with employees or directors of the Company, in each case, entered into or amended in the ordinary course of business consistent with past practice; orand (xxivs) authorize take, propose to take, or agree to do take, any of the foregoing actionsactions described in Section 5.1(a) through Section 5.1(r).

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from From the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or hereof through the Closing (the “Interim Period”)Date, except as expressly contemplated by this Agreement the Company shallSellers, jointly and shall severally, agree to cause the Target Companies to, Company: (i) To conduct their respective businesses, in all material respects, in its operations according to the ordinary and usual course of business the Business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective intact its present business organizationsorganization and structure, to keep available the services of their respective managers, directors, its present officers, employees agents and consultantsemployees, to maintain, in all material respects, their existing relationships with all Top Customers preserve and Top Suppliers, maintain its Assets and the good will of the Business and to preserve its relationships with customers and others having business dealings with the possessionCompany. (ii) To maintain in the ordinary course of the Business, control consistent with past practice and condition of their respective material assetsin accordance with all Contracts, the Leased Real Property, all as its material structures, equipment, the Assets and other tangible property in their present repair, order and condition, subject to ordinary wear and tear. (iii) Not to incur any Liability (other than Liabilities incurred in the ordinary course of the Business, consistent with past practice, which are not in the aggregate material thereto), nor enter into any Contract of a type required to be disclosed on any Schedule hereto. (iv) Not to undertake (nor permit to be undertaken) any of the actions specified in Section 2.10. (v) Not to pay, discharge or satisfy any material Claim or Liability, other than the payment, discharge or satisfaction in the ordinary course of the Business of Claims or Liabilities incurred in the ordinary course of Business, consistent with past practice. (bvi) Without limiting Not to enter into, amend, modify, terminate, renew, extend, or waive any material right under, any leases, licenses, occupancy agreements or other Contracts concerning the generality Leased Real Property or any other real property or permit any person to occupy the Leased Real Property, nor enter into any mortgage, pledge or other encumbrance, or other Contract affecting title to, or the use, possession, occupancy, operation and/or maintenance of Section 6.2(athe Leased Real Property. (vii) To pay all Taxes and except other charges required with respect to the Assets and comply with all Laws, including all Environmental Laws. (viii) To maintain insurance coverage in the amounts and types as contemplated by the terms of this Agreementare currently in existence and more specifically described on SCHEDULE 2.19 annexed hereto and made a part hereof. (ix) Not to withdraw, during the Interim Period, settle or otherwise compromise any pending Tax reduction proceeding without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;Buyer. (x) establish Not to make any Subsidiary request of any Governmental Body without the prior written consent of Buyer and to keep Buyer informed of all notices received from, or enter into any new line of business;correspondence with, respect to any such Governmental Body. (xi) fail To comply with its obligations under the Contracts, including, but not limited to use commercially reasonable efforts the Real Property Leases and any Permitted Liens, to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect which it is a party, and send to its assetsBuyer copies of all notices of default delivered pursuant to any of the Contracts, operations and activities in such amount and scope of coverage as are currently in effect;promptly upon receipt thereof. (xii) revalue any of its material assets On or make any change in accounting methods, principles or practices, except prior to the extent required to comply with GAAP Closing Date, the Company shall, at its sole cost and after consulting with the Company’s outside auditors; (xiii) waiveexpense, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby)cause all Liens, other than waiversPermitted Liens, releasesto be discharged, assignmentsremoved and/or released of record. As of the Closing, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, there shall be no outstanding Contracts made by the Company or its Affiliates) any Seller for the construction or repair of any improvements to the Leased Real Property that have not in excess of $100,000 (individually or in the aggregate)been fully paid for, or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in and the Company Financials; (xiv) close shall cause to be discharged all mechanics, materialmen's and other Liens arising from any labor or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant materials furnished to the terms of a Company Material Contract Leased Real Property on or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect prior to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actionsClosing Date.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.2(a) and except as contemplated by the terms of this AgreementAgreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; provided that the exercise or conversion of any Company Convertible Securities shall not require the consent of the Purchaser; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (200,000 individually or $500,000 in the aggregate), make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any PersonPerson in excess of $200,000 individually or $500,000 in the aggregate; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employeePlan, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the material Company Registered IP, Company Licensed IP or other Company IPIP (excluding non-exclusive licenses of Company IP to Target Company customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in connection with the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment terms of a material penalty and upon notice of sixty (60) days or lessthis Section 5.2 during the Interim Period; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are substantially similar to that which is currently in effect; (xii) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the a Target Company or its Affiliates) not in excess of $100,000 200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 200,000 (individually for any project (or set of related projects) or $250,000 500,000 in the aggregate)) other than in the ordinary course of business; (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 200,000 individually or $250,000 500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit PlanPlan or otherwise in the ordinary course of business; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxiii) enter into, into or amend, or waive or terminate (other than terminations in accordance with their terms) any material rights under, any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless Between the Purchaser date of this Agreement and the Parent shall otherwise consent earlier of the Effective Time and the valid termination of this Agreement in accordance with Article IX, except (i) as described in Section 6.1(a) of the Company Disclosure Letter, (ii) as required by applicable Law, (iii) as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 ) or the Closing (the “Interim Period”), except iv) as required or expressly contemplated provided for by this Agreement Agreement, the Company shallwill, and shall will cause the Target Companies each of its Subsidiaries to, (iA) conduct their respective businesses, in all material respects, its operations in the ordinary course of business consistent with past practice, practice and (iiB) use its commercially reasonable efforts to (x) preserve the present relationships with those Persons having significant business relationships with the Company or any of its Subsidiaries (including all Company Regulatory Agencies with whom the Company and its Subsidiaries have a significant business relationship) and (y) comply with and maintain all Laws applicable material Permits (including all Company Regulatory Permits with respect to the Target Companies Company Controlled Products) required to conduct its business and their respective businessesto own, assets lease and employeesoperate its material properties and material assets; provided, and that, with respect to clause (iii) take all reasonable measures necessary iv), during any period of full or appropriate partial suspension of operations related to preserve intactCOVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in all material respectsconnection with COVID-19 or any COVID-19 Measures, their respective business organizationstake such actions as are reasonably necessary and, to keep available the services of their respective managerswhere applicable, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practicepractice to (I) protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (II) respond to third party supply or service disruptions caused by COVID-19 or any COVID-19 Measures; provided, further, for purposes of clause (II) of the immediately preceding proviso, subject to prior consultation with Parent to the extent reasonably practicable. (b) Without limiting the generality of Section 6.2(a) and the foregoing, except as contemplated set forth in Section 6.1(a) of the Company Disclosure Letter, as required by the terms of applicable Law or as required or expressly provided for by this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause not permit any of its Subsidiaries to, between the Target Companies to not:date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article IX, directly or indirectly, take any of the following actions without prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend, waive amend or otherwise change, in adopt any respect, amendments to the certificate of incorporation or bylaws (or other similar governing documents) of the Company or any of its Organizational DocumentsSubsidiaries; (ii) authorize for issuance, issue, grant, sell, dispose of, grant options or rights to purchase, pledge, dispose of or authorize or propose to issuethe issuance, grantsale, selldisposal of, pledge or dispose grant of any of its equity securities or any options, warrants, commitments, subscriptions options or rights to purchase or pledge, any Company Securities or Subsidiary Securities, other than Company Shares issuable upon exercise of any kind to acquire Company Options or sell any settlement of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage Company RSU Awards outstanding on the date hereof in any hedging transaction accordance with a third Person with respect to such securitiestheir terms; (iii) split, combine, recapitalize acquire or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interestsredeem, or directly amend any Company Securities, other than (A) the acquisition by the Company of Company Shares in connection with the surrender of Company Shares by holders of Company Options in order to pay the exercise price of such Company Options, (B) the withholding of Company Shares to satisfy Tax obligations with respect to Company Options or indirectly redeem, purchase Company RSU Awards or otherwise acquire (C) the acquisition by the Company of Company Options or offer to acquire any Company RSU Awards in connection with the forfeiture of its securitiessuch awards; (iv) incursplit, createcombine, assume, prepay subdivide or otherwise become liable for any Indebtedness (directly, contingently reclassify or otherwise), outside amend the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation terms of any Personof its capital stock or other equity interests; (v) increase declare, set aside, make or pay any dividend or distribution (whether payable in cash, stock, property or a combination thereof) on any shares of its capital stock or other equity interests (other than dividends paid to the wagesCompany or one of its wholly-owned Subsidiaries by a wholly-owned Subsidiary of the Company with regard to its capital stock or other equity interests); (vi) (A) sell, salaries lease, license, transfer or compensation otherwise dispose of, or subject to any Lien (other than Permitted Liens), any material assets of the Company or any of its executive officersSubsidiaries or (B) adopt a plan of complete or partial liquidation, ordissolution, in the case recapitalization or restructuring; (vii) acquire (including by merger, consolidation, recapitalization, acquisition of employees stock or assets or other similar transaction) any Person, division or assets, other than executive officers, increase the wages, salaries or compensation acquisitions of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or equipment in the ordinary course of business consistent with past practice; (viviii) make or rescind any material election relating to Taxesincur, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person assume or otherwise extend, materially amend become liable or modify, permit to lapse or fail to preserve responsible for any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lessindebtedness for borrowed money; (ix) fail to maintain its booksmake any loans, accounts and records in all material respects in advances or capital contributions to, or investments in, any other Person (other than any wholly-owned Subsidiary of the ordinary course of business consistent with past practiceCompany); (x) establish change any Subsidiary financial accounting policies, methods, principles, practices or enter into any new line of businessprocedures used by it, except as required by GAAP; (xi) fail to use commercially reasonable efforts to keep (A) change any annual Tax accounting period or method of accounting, (B) make, change or revoke any Tax election, (C) settle or compromise any audit or proceeding in force insurance policies respect of any Tax Liabilities, (D) file any amended Tax Return, (E) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or replacement any similar provision of state, local, or revised policies providing insurance coverage non-U.S. Law) with respect to its assetsany Tax, operations and activities (F) surrender any right to claim a material Tax refund, (G) consent to any extension or waiver of the limitation period applicable to any Taxes, or (H) enter into any Tax indemnification or Tax sharing agreement (other than any customary Tax indemnification provisions in such amount and scope of coverage ordinary course commercial agreements or arrangements that are not primarily related to Taxes), except, in each case, as are currently in effectrequired by applicable Law; (xii) revalue except as required pursuant to a Plan in existence as of the date hereof, (A) provide for any increase in compensation or benefits or pay any amount or benefit under, or grant any awards under, any bonus, incentive, performance or other compensation plan, program, agreement or arrangement or Plan; (B) accelerate the time of its material assets payment or make vesting of any compensation, rights or benefits under any Plan; (C) take any action to fund or in any other way secure the payment of compensation or benefits under any Plan; (D) grant any Participant change of control, severance, retention or termination compensation or benefits or provide for any increase thereto; or (E) terminate, hire or engage any employee or independent contractor, other than terminations for cause, as determined in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditorsreasonable discretion; (xiii) waiveexcept as required pursuant to a Plan in existence as of the date hereof or to comply with applicable Law, releaseestablish, assignadopt, enter into, materially amend or terminate any Plan or any collective bargaining agreement; (xiv) make or authorize any capital expenditure, or incur any obligations, Liabilities or indebtedness in respect thereof, except for those contemplated by the capital expenditure budget for the relevant fiscal year, which capital expenditure budget has been made available to Parent prior to the date of this Agreement; (xv) settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of a settlement solely for monetary damages (and not in excess of $500,000 individually or $1,000,000 in the aggregate, in any case without the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquireSubsidiaries, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or and which does not impose any material amount restrictions on the operations or business of assets outside the ordinary course of business consistent with past practiceCompany or its Subsidiaries, taken as a whole; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided except in the ordinary course of business consistent with past practicepractice or in connection with any transaction to the extent specifically permitted by any other subclause of this Section 6.1(b), (A) enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract or Real Property Lease, (B) materially modify, materially amend or terminate (other than expirations in accordance with its terms) any Material Contract or Real Property Lease or waive, release or assign any material rights or material claims thereunder or (C) sublease or license any portion of the real property leased under any Real Property Lease; (xvii) enter into any Collaboration Agreement; (xviii) enter into any new line of business; (xix) enter into any Contract between the Company and any Subsidiary, on the one hand, and any Affiliate (other than the Company and its Subsidiaries) of the Company, on the other hand; (xx) license, sell, transfer, dispose of, abandon, cancel, allow to lapse, or fail to renew, maintain or defend any material Intellectual Property Rights owned, purported to be owned or exclusively licensed by the Company or any of its Subsidiaries; (xxi) initiate or commit to undertake any new clinical trials other than exploratory clinical trials in indications that are agreed upon between Parent and the Company; (xxii) exercise any options under any Collaboration Agreement relating to “co-funding”, “co-commercialization” or similar cost-and-profit participation rights (whether an exercise to “opt in” or “opt out” of such rights) with respect to any Company Product to which such Collaboration Agreement relates; (xxiii) make waive the restrictive covenant obligations of any payments employee or transfer independent contractor of the Company or any assets to any affiliatesof its Subsidiaries; or (xxiv) authorize authorize, or agree or commit, in writing or otherwise, to do take, any of the foregoing actions. Notwithstanding the foregoing, nothing in this Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the business or operations of the Company or its Subsidiaries at any time prior to the Acceptance Time. Prior to the Acceptance Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their own business and operations.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent OAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing (the “Interim Period”), except (x) as expressly contemplated by this Agreement Agreement, (y) for the Permitted Company Activities to the extent permitted by Section 5.6(b), or (z) as set forth on Schedule 5.3, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of the business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies Company and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers material suppliers, customers and Top Suppliersother Persons with whom they do significant business, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.3(a) and except as contemplated by the terms of this AgreementAgreement or as otherwise set forth on Schedule 5.3, during the Interim Period, without the prior written consent of the Purchaser and the Parent OAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) except for a Permitted Company Activity, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or other securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such equity securities or other securities; (iii) except for the Company Stock Split as contemplated by Section 4.3(b), split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof (other than doing any of the foregoing for the issuance of Company Class A Common Stock prior to the Closing in respect thereof) or pay or set aside any dividend distribution or other distribution dividend (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities or other securities; (iv) incur, create, assume, prepay or otherwise become liable for any additional Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 250,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) except as provided by the terms of an existing employment or consulting agreement, increase the wages, salaries or compensation of any of its executive officers, ordirectors, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate consultants by more than five percent (5%), or increase bonuses for the foregoing individuals in excess of five percent (5%), or make or commit commitments to make any bonus payment (whether in cash, property or securities) advance with respect to any employeebonuses for fiscal year 2017, or materially increase other benefits of employees generallyany of the foregoing individuals, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager manager, director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Contract or Company Benefit Plans Plan, in either case, in effect as of the date of this Agreement that has been disclosed to OAC, or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, terminate or waive or assign any material right under, under any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 250,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) Contract, in each case except in the ordinary course of business consistent with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lesspast practice; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any new Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply maintain compliance with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company FinancialsFinancial Statements; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practicebusiness; (xvixv) make capital expenditures that are not in the ordinary course of the business or otherwise in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xviixvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviiixvii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than in the ordinary course of business of the Target Companies or pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xixxviii) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xix) except for (x) the Voting Agreements and (y) a Permitted Company Activity and that otherwise is consistent with and in furtherance of the Company’s obligations under this Agreement, enter into any agreement, understanding or arrangement with respect to the transfer or voting of any capital stock of the Company; provided, that the board of directors of the Company may unilaterally elect to amend the THC Stock Purchase Agreement to permit the holders of Company Purchase Notes to receive their pro-rata portion of the Merger Consideration resulting from the automatic conversion of such Company Purchase Notes in the form of voting OAC Shares; (xx) enter into any agreement, understanding or arrangement with respect to the transfer or voting of equity securities any capital stock of the CompanyTHC or any direct or indirect Subsidiary of THC; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practicebusiness);; or (xxiii) make enter into any payments binding agreement or transfer any assets to any affiliates; or (xxiv) authorize or agree commitment to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless Except as set forth in Section 4.01 of the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheldCompany Disclosure Letter, conditioned or delayed)as expressly required or permitted by this Agreement, or required by a Governmental Entity of competent jurisdiction, during the period from the date of this Agreement and continuing until the earlier Effective Time, the Company will, and will cause its Subsidiaries to, conduct its operations in all material respects according to its ordinary and usual course of business and consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organization, to keep available the services of its current officers and employees and to preserve its relationships with customers, suppliers, manufacturers, licensors, licensees, advertisers, distributors and others having business dealings with it; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 4.01 shall be deemed a breach of this Section 4.01 unless such action would constitute a breach of one or more of such other provisions. Without limiting the generality of the termination foregoing, except as set forth in Section 4.01 of the Company Disclosure Letter and, except as (x) contemplated or permitted by this Agreement or (y) required by Law, during the period from the date of this Agreement until the Effective Time, the Company will not and will not cause its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: (i) adopt or amend in accordance any material respect, any bonus, profit sharing, compensation, severance, change-in-control, termination, stock option, restricted stock, stock purchase, stock appreciation right, pension, retirement, employment or other employee benefit agreement, trust, plan or other arrangement for the benefit or welfare of any director, officer or employee of the Company or its Subsidiaries or increase in any manner the compensation or fringe benefits of any director, officer or employee of the Company or its Subsidiaries (except, in each case, for annual increases and cost of living increases for the benefit of officers (including as set forth in any employment agreements) and employees of the Company or its Subsidiaries which are (A) consistent with Section 9.1 past practice and (B) in the case of any individual officer or employee, are not greater than fifteen percent of the Closing salary paid to such individual in the previous year and, in the aggregate to all officers and employees, not greater than five percent of the Company’s total salaries paid in the previous year); (the “Interim Period”ii) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets other than immaterial properties or assets (or immaterial portions of properties or assets), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, practice (ii) comply with all Laws applicable to and provided that any such transaction that requires the Target Companies and their respective businesses, assets and employeesconsent of the Company Board or any committee thereof, and (iii) take all reasonable measures necessary or appropriate to preserve intactany sale of any library of Films with more than five titles, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without shall require the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayedParent), and other than Liens (A) arising as a matter of Law, (B) granted in connection with the incurrence, assumption or guaranteed of any indebtedness permitted under clause (x) below, (C) arising in connection with the refinancing of the Company shall not, Credit Facility on terms substantially similar to those set forth in Section 4.01(ii) of the Company Disclosure letter and shall cause the Target Companies to not: (iD) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant after acquired property covenants in contracts evidencing indebtedness of the Company or its Subsidiaries and Liens created in connection with the refinancing of indebtedness of the Company or its Subsidiaries that are no less favorable to the terms Company and its Subsidiaries than those Liens that were created in connection with the indebtedness that is being refinanced and except for sales of any Company Benefit Plans excess or obsolete assets in the ordinary course of business consistent with past practice; (viiii) make (A) declare, set aside or rescind pay any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refunddividends on, or make any material change other distributions in its accounting or Tax policies or proceduresrespect of, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregateits capital stock, (B) that would be a Company Material Contract split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) with a term longer than one year purchase, redeem or otherwise acquire any shares of capital stock of the Company or its Subsidiaries or any other securities thereof or any rights or options or warrants to acquire any such shares or other securities, except that cannot be terminated without payment any Subsidiary of a material penalty the Company may pay dividends to the Company (and upon notice of sixty (60) days or lessany intermediate wholly owned holding company); (ixiv) fail authorize for issuance, issue, deliver, sell or agree or commit to maintain 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 bookscapital stock, accounts any other voting securities or any securities exercisable or exchangeable for or convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securities or equity equivalents (including, without limitation, stock appreciation rights) other than issuances upon exercise of Options, Warrants, the Portside Warrant, the Company Convertible Note or Company Rights or in connection with stock-based awards and records in all material respects each case outstanding as of the date hereof; (v) amend its Charter Documents; (vi) acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets, including real estate, except (x) acquisitions of assets (other than capital expenditures) in the ordinary course of business consistent with past practice; ; and (xy) establish any Subsidiary or enter into any new line the making of business; capital expenditures (xiI) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting accordance with the Company’s outside auditorscapital expenditures plan set forth in Section 4.01(vi) of the Company Disclosure Letter, (II) to repair or replace critical facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (III) otherwise, in an aggregate amount for all such capital expenditures made pursuant to this clause (III) not to exceed $200,000; (xiiivii) waiveother than claims, releaseliabilities or obligations in connection with any litigation or the settlement thereof (which shall be subject to subparagraph (viii) below), assignpay, discharge, settle or compromise satisfy any claimclaims, action liabilities or proceeding obligations (including any suitabsolute, actionaccrued, claimasserted or unasserted, proceeding contingent or investigation relating to this Agreement or the transactions contemplated herebyotherwise), other than waiversthe payment, releasesdischarge, assignments, settlements settlement or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not satisfaction in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business and in amounts consistent with past practice; (xviviii) make capital expenditures pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of connection with any litigation or settlement thereof where the amounts paid or payable by the Company do not exceed $100,000 (50,000 individually for any project (or set of related projects) or $250,000 in the aggregate; (ix) make or rescind any Tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of the Company or its Subsidiaries, settle or compromise any material income tax liability or, except as required by applicable Law, materially change any method of accounting for Tax purposes or prepare or file any Return in a manner inconsistent with past practice; (x) make any material changes in its accounting method, except (A) as required by changes in GAAP (or any binding interpretation thereof) or Regulation S-X of the SEC, in each case as required by the Company’s independent public accountants, (B) as may be required by a change in applicable Law, (C) as disclosed in the Company SEC Documents filed prior to the date hereof or (D) as lawfully required by a Governmental Entity (including the FASB or other similar organization); (xviixi) adopt a plan of complete incur, assume or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization guarantee any indebtedness for borrowed money or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding “keep well” or other agreement to maintain any financial condition of another person or enter into any arrangement with respect to having the voting economic effect of equity securities any of the Company; foregoing (xxi) take including any action that would reasonably be expected to significantly delay capital leases, “synthetic” leases or impair the obtaining of any consents conditional sale or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter intoother title retention agreements), amend, waive or terminate (other than terminations in accordance with their terms(A) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practicepractice (including, without limitation, pursuant to the Company Credit Facility or other similar facility in lieu thereof), (B) borrowings made to finance capital expenditures and other acquisitions permitted pursuant to clause (vi) above, (C) borrowings permitted to be incurred hereunder, (D) borrowings set forth in Section 4.01(xi) of the Company Disclosure Letter and (E) other borrowings in an aggregate amount not to exceed $100,000; (xxiiixii) make enter into any new distribution agreement or license agreement involving aggregate payments by the Company in excess of $500,000; provided, however, that if Parent shall not deliver to the Company its objection in writing within 48 hours of Parent’s receipt of notice that the Company intends to take an action that would otherwise be prohibited by this subclause (xii) (including a copy of the proposed agreement or transfer a summary description identifying the counterparty and disclosing the material terms thereof), then Parent shall have been deemed to have granted the Company its written consent with respect to such action; (xiii) amend or modify in any assets to material respect any affiliatesagreement set forth on Section 4.01(xiii) of the Company Disclosure Letter; or (xxivxiv) authorize authorize, permit, or commit or agree to do take, any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.2(a) and except as contemplated by the terms of this AgreementAgreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law; (ii) except for a Permitted Company Equity Financing, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; provided that neither the exercise or settlement of any Company Option under the Company Equity Plan, in accordance with its terms, nor the exercise of any Company Warrant or conversion of any other Company Convertible Securities, in each case in accordance with its terms, shall require the consent of the Purchaser and provided, further, that, during the Interim Period, the Company shall be authorized to grant Company Options exercisable for up to the number of shares of Company Common Stock set forth in Schedule 5.2(b)(ii), provided that any such grants are made only to current Company employees or new hires on terms substantially equivalent to then-outstanding Company Options and are made on or prior to the date that the first amendment to the Registration Statement (defined below) is filed by the Company with the SEC; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) except for a Permitted Company Debt Financing, incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (200,000 individually or $500,000 in the aggregate), make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any PersonPerson in excess of $200,000 individually or $500,000 in the aggregate; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employeePlan, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the material Company Registered IP, Company Licensed IP or other Company IPIP (excluding non-exclusive licenses of Company IP to Target Company customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in connection with the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment terms of a material penalty and upon notice of sixty (60) days or lessthis Section 5.2 during the Interim Period; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are substantially similar to that which is currently in effect; (xii) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the a Target Company or its Affiliates) not in excess of $100,000 200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 200,000 (individually for any project (or set of related projects) or $250,000 500,000 in the aggregate) other than in the ordinary course of business (excluding for the avoidance of doubt, incurring any Expenses); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization (other than with respect to the Merger); (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 200,000 individually or $250,000 500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit PlanPlan or otherwise in the ordinary course of business; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxiii) enter into, into or amend, or waive or terminate (other than terminations in accordance with their terms) any material rights under, any transaction with any Company Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 250,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, under any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected material agreement to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be which it is a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lessparty; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock shares or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 250,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 250,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxxiii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement Agreement, the Company shall, and shall cause the Target Companies to, (i) conduct their respective businessesits business, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies Company and their respective businessesits business, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective its business organizationsorganization, to keep available the services of their respective its managers, directors, officers, employees and consultants, to maintain, in all material respects, their its existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective its material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 10,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%)percent, or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAPIFRS; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 10,000 per year or $250,000 50,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP IFRS and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 10,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 10,000 (individually for any project (or set of related projects) or $250,000 25,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 10,000 individually or $250,000 25,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxxiii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. During the period from the date of this Agreement until the earlier of the termination of this Agreement (ain accordance with its terms) Unless or the Purchaser Effective Time, the Company shall, and shall cause each of its Subsidiaries (i) except with the prior written consent of Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) to conduct their respective businesses, its business in all material respects, respects in the ordinary course of business consistent with past practice, (ii) to comply in all material respects with all applicable Laws applicable to and the Target Companies terms and their respective businesses, assets and employeesconditions of all Company Material Contracts (which for the purpose of this Section 5.01 shall include any Contract that would be a Company Material Contract if existing on the date of this Agreement), and (iii) take all to use its reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, best efforts to keep available the services of their respective managers, directors, officers, employees its and consultantsits Subsidiaries’ current officers and employees, to maintain, in all material respects, their existing preserve its and its Subsidiaries’ goodwill and present relationships with all Top Customers and Top Supplierscustomers, suppliers, distributors, licensors, licensees, and to preserve the possession, control and condition of their respective material assets, all as consistent other Persons having business relationships with past practice. (b) it. Without limiting the generality of Section 6.2(a) and the foregoing, except as required by Law, as set forth in Section 5.01 of the Company Disclosure Schedule or as otherwise expressly contemplated by the terms any other provision of this Agreement, during between the Interim Perioddate of this Agreement and the Effective Time or the earlier of the termination of this Agreement (in accordance with its terms), the Company shall not, nor shall it permit any of its Subsidiaries to, take any of the following actions without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) amend its Charter Documents (other than amendments that are not adverse to Parent and do not prevent or delay the consummation of the transactions contemplated by this Agreement), the Company shall not, and shall cause the Target Companies to not:; (b) (i) amendsplit, waive combine, or reclassify any Company Securities except with respect to any Subsidiaries of the Company, (ii) repurchase, redeem, or otherwise changeacquire, or offer to repurchase, redeem, or otherwise acquire, any Company Securities except with respect to any Subsidiaries of the Company, 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 respectContract with respect to the voting of, any shares of its Organizational Documentscapital stock (other than dividends or other distributions from its direct or indirect wholly owned Subsidiaries); (iic) authorize for issuance, issue, grant, sell, pledge, dispose of, or encumber any Company Securities or Company Subsidiary Securities, other than the issuance of Company Securities upon the exercise of Company Options or propose settlement of Company RSUs outstanding as of the date hereof in accordance with their terms; (d) except (i) in the ordinary course of business consistent with past practice and disclosed to issueParent prior to the date of this Agreement or (ii) as required by this Agreement, grantapplicable Law or the existing terms of any Company Employee Plan or Contract in effect as of the date of this Agreement (A) increase the compensation payable or to become payable by the Company or any of its Subsidiaries to directors, officers, or employees, (B) promote any officers or employees, except in connection with Company’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee after the date of this Agreement, (C) hire any new employee at the level of manager or above or with an annual base salary in excess of $250,000 or engage any independent contractor whose engagement may not be terminated by the Company without penalty on sixty (60) days’ notice or less, or (D) establish, adopt, enter into, amend, terminate, or take any action to accelerate rights under any Company Employee Plans or any plan, agreement, program, policy, trust, fund, or other arrangement that would be a Company Employee Plan if it were in existence as of the date of this Agreement; (e) 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, other than (A) acquisitions by the Company from any wholly owned Subsidiary or among any wholly owned Subsidiaries of the Company or (B) any other acquisitions pending on the date hereof with a purchase price of less than $250,000; (f) (i) transfer, license, sell, pledge lease, or otherwise dispose of (whether by way of merger, consolidation, sale of stock or assets, or otherwise), or pledge, encumber, mortgage, or otherwise subject to any Lien (other than a Permitted Lien), any capital stock or other equity interests in any Subsidiary of the Company or any other material assets; provided, that the foregoing shall not prohibit the Company and its equity Subsidiaries from engaging in such transferring, selling, leasing, or disposing of material assets (A) as required by the terms of existing Contracts, (B) in connection with the sale or purchase of goods or inventory in the ordinary course of business consistent with past practice, or (C) in connection with the disposition of obsolete, surplus, or worn out equipment , inventory or assets that are no longer used in the ordinary course of the Company’s business; or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization, except with respect to any wholly owned Subsidiary of the Company; (g) repurchase, prepay, or incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or any options, warrants, commitmentscalls, subscriptions or other rights of any kind to acquire any debt securities of the Company or sell any of its equity securitiesSubsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other securities, including Contract to maintain any securities convertible into or exchangeable for financial statement condition of any other Person (other than any of its shares wholly owned Subsidiaries) or other equity securities or securities enter into any arrangement having the economic effect of any class of the foregoing, except in connection with (i) refinancings of existing indebtedness (other than as contemplated by the Merger or this Agreement) on terms reasonably acceptable to (and any other equity-based awardswith the prior written consent of) Parent, (ii) borrowings under the Company’s existing credit facilities or engage issuances of commercial paper for working capital and general corporate purposes in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess (iii) letters of $100,000 (individually or credit for the benefit of Company vendors in the aggregate)ordinary course of business consistent with past practice, make a loan (iv) indebtedness to any seller incurred in connection with the acquisition of any Person or advance assets permitted under Section 5.01(e) and (v) indebtedness not to or investment exceed $250,000 in any third party, single transaction or guarantee or endorse any Indebtedness, Liability or obligation series of any Personrelated transactions; (vh) increase enter into or amend or modify in any material respect, consent to the wagestermination of or fail to exercise any renewal rights with respect to, salaries or compensation waive, release, or assign any rights or claims under, any Company Material Contract or any Lease with respect to material Leased Real Estate or any other Contract or Lease that, if in effect as of any of its executive officers, orthe date hereof would constitute a Company Material Contract or Lease with respect to material Leased Real Estate hereunder, in the each case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, business consistent with past practicepractice (such ordinary course of business including renewals or extensions of any existing Company Material Contracts and amendments that accompany such renewals or extensions in the ordinary course of business); (i) settle or compromise any material Legal Action involving the payment of monetary damages by the Company or any of its Subsidiaries of any amount exceeding $500,000 in the aggregate, and other than (i) any Legal Action brought against Parent or Merger Sub arising out of a breach or alleged breach of this Agreement by Parent or Merger Sub, or (ii) the payment, satisfaction or settlement of claims, liabilities, or obligations reflected or reserved against in the statements disclosed in the Company SEC Documents; provided, that neither the Company nor any of its Subsidiaries shall settle or agree to settle any Legal Action which settlement involves a conduct remedy or injunctive or similar relief; (j) make any change in any event not in the aggregate by more than five percent (5%), method of financial accounting principles or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employeepractices, in each case other than as except for any such change required by GAAP, applicable Law, Nasdaq or by a Governmental Entity; (k) (i) settle or compromise any material Tax claim, audit, or assessment for an amount in excess of the amount reserved or accrued on the Company Balance Sheet, or (ii) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (iii) amend any Tax Returns or file claims for material Tax refunds, or (iv) enter into any closing agreement, surrender in writing any right to claim any Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or its Subsidiaries; (l) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar Contract with respect to any joint venture, strategic partnership, or alliance; (m) take any action to exempt any Person from, or make any acquisition of securities of the Company by any Person not subject to, any state anti-takeover statute or similar statute or regulation that applies to the Company, with respect to a Takeover Proposal or otherwise, including the restrictions on “business combinations” set forth in Section 203 of the DGCL, except for Parent, Merger Sub, or any of their respective Subsidiaries or Affiliates, or the transactions contemplated by this Agreement; (n) abandon, allow to lapse, sell, assign, transfer, grant any security interest in, fail to renew or extend, or otherwise encumber or dispose of any material Company IP, or grant any right or license to any Company IP other than pursuant to the terms of any Company Benefit Plans or non-exclusive licenses entered into in the ordinary course of business consistent with past practice; (vio) make or rescind modify any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax privacy policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets Subsidiaries or make the integrity, security, or operation of the Company IT Systems in any change in accounting methods, principles or practices, except manner adverse to the extent required to comply with GAAP Company and after consulting with the Company’s outside auditors; (xiii) waiveits Subsidiaries, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xivp) close terminate or materially reduce its activitiesmodify in any material respect, or effect fail to exercise renewal rights with respect to, any layoff or other personnel reduction or change, at any of its facilitiesmaterial insurance policy; (xvq) acquire, including by merger, consolidation, acquisition of stock or assetsengage in any transaction with, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, arrangement or understanding or arrangement with respect to the voting of equity securities with, any Affiliate of the CompanyCompany or other Person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC; (xxir) take adopt or implement any action that would reasonably be expected to significantly delay stockholder rights plan or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreementsimilar arrangement; (xxiis) enter into, amend, waive terminate or terminate modify any Company Employee Plans maintained by the Company or its Subsidiaries; or (other than terminations in accordance with their termst) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments agree or transfer any assets to any affiliates; or (xxiv) authorize or agree commit to do any of the foregoing actionsforegoing.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during During the period from the date of this Agreement and continuing until through the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Closing, except as expressly contemplated or permitted by this Agreement or as approved by Buyer in writing, the Principal Stockholders will cause the Company shallto, and shall cause the Target Companies Company will conduct its operations only in the Ordinary Course and, without limiting the generality or effect of the foregoing, use its commercially reasonable efforts to, : (i) conduct their respective businessespreserve intact its business organization, (ii) keep available the services of its officers and employees, (iii) continue in full force and effect without material modification all Policies, (iv) pay its Indebtedness and trade and other accounts payable punctually when and as the same will become due and payable and perform and observe, in all material respects, its duties and obligations under its Contracts, (v) maintain its relationships and goodwill with suppliers, franchisees, distributors, manufacturers, customers, landlords, employees, agents and others having business relationships with it as it would in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employeesOrdinary Course, and (iiivi) not take all reasonable measures necessary any action that would render any representation or appropriate to preserve intactwarranty of the Company untrue in any material respect. The Company will confer with Buyer concerning operational matters of a material nature and discuss with Buyer the business, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliersoperations, and to preserve finances of the possession, control and condition of their respective material assets, all as consistent with past practiceCompany. (b) Without limiting the generality or effect of Section 6.2(a) and except as contemplated by 7.1(a), prior to the terms of this AgreementClosing, during the Interim PeriodCompany will not, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to notBuyer: (i) amend, waive amend or otherwise change, in any respect, modify its Organizational Documentsgoverning or organizational documents or those of its Subsidiaries from their form on the date of this Agreement; (ii) authorize for issuanceincrease the wage, issuesalary or other compensation of, grantor increase the amount of any bonuses payable to, sellany director, pledgemanager, dispose officer, or employee of the Company or propose to issue, grant, sell, pledge or dispose of any of its equity securities Subsidiaries, or enter into any optionsemployment, warrantsseverance, commitmentsor similar agreement with any director, subscriptions manager, officer, or rights employee of any kind to acquire the Company or sell any of its equity securitiesSubsidiaries, in excess of $25,000 in the aggregate; provided, however, that nothing in this Section 7.1 shall restrict the Company’s ability to declare and accrue year-end bonuses to managers, officers, or other securities, including any securities convertible into employees of the Company or exchangeable for any of its shares Subsidiaries, which bonuses are either paid prior to the Closing or other equity securities or securities are accrued prior to Closing and reflected as liabilities in the calculation of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiesthe Closing Date Working Capital Adjustment; (iii) splitadopt, combineamend, recapitalize or reclassify materially increase any of its shares benefits under any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other equity interests Plan or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securitiespolicy; (iv) amend or terminate any Contract listed, or required to be listed, on Schedule 4.11(a) or enter into any other Contract or commitment that would have been required to be listed on Schedule 4.11(a) other than in the Ordinary Course; (v) incur, create, assume, prepay or otherwise become liable for guarantee any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 25,000 in the aggregate; (vi) assume any contingent liability, other than in the Ordinary Course; (vii) enter into or vary any Contract or assume any material liability outside of the Ordinary Course; (viii) cancel or waive any claim or right of substantial value that, individually or in the aggregate), make a loan is material to the Company or advance to or investment in amend any third party, or guarantee or endorse any Indebtedness, Liability or obligation term of any PersonCapital Stock or other securities of the Company; (vix) increase enter into any derivatives transactions; (x) set aside or pay any distribution with respect to any Capital Stock; (xi) repurchase, redeem, or otherwise acquire directly or indirectly, any outstanding Capital Stock or make any payment to or for the wages, salaries benefit of Stockholders or compensation holders of other Capital Stock or any of its executive officerstheir Affiliates, or, except in the case event of employees other than executive officersdeath, increase the wages, salaries disability or compensation termination of any employment of such employees other than holder or as disclosed on Schedule 4.11(a); (xii) make any change in the ordinary course of businessfinancial accounting methods or practices, consistent with past practice, and in any event not in the aggregate except as required by more than five percent GAAP; (5%), or xiii) make or commit to make change any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or material election in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle adopt or change any claimaccounting method in respect of Taxes, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to change any period of accounting in respect of Taxes, file any amended Tax material Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or any amendment to any Return, enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year closing agreement or $250,000 in the aggregate, (B) that would be a Company Material Contract similar agreement or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage arrangement with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assignTaxes, settle any claim or compromise assessment in respect of Taxes, take any claim, action to surrender any right to claim a refund or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment credit of monetary damages (and not the imposition of equitable relief onTaxes, or consent to any extension or waiver of the admission limitation period applicable to any claim or assessment in respect of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company FinancialsTaxes; (xiv) close grant any option or materially reduce its activities, or effect right of pre-emption in respect of any layoff or other personnel reduction or change, at any of its facilitiesCapital Stock; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or create any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practiceSubsidiary; (xvi) make capital expenditures in excess acquire, sell, lease, transfer or otherwise dispose of $100,000 (individually for any project (material asset or set of related projects) or $250,000 property except in the aggregate)Ordinary Course; (xvii) adopt a plan except as expressly permitted under this Agreement (i) write-off as uncollectible any notes or accounts receivable except write-offs in the Ordinary Course charged to reserves, (ii) write-off, write-up, or write-down any other asset of complete the Company, except as required by GAAP, or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization (iii) alter the customary time periods for collection of accounts receivable or other reorganizationpayments of accounts payable; (xviii) voluntarily incur grant any Liability Lien other than a Permitted Lien; (xix) pay, discharge, settle, or obligation satisfy any claims, liabilities, or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $100,000 individually 25,000, other than the payment, discharge, or $250,000 satisfaction of (i) liabilities reflected or reserved against on the Balance Sheet, (ii) liabilities incurred since the Balance Sheet Date in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations)Ordinary Course, or otherwise dispose (iii) payment of any material portion of its properties, assets or rightsIndebtedness in accordance with Section 7.8; (xx) merge or consolidate with any Person; (xxi) enter into any agreementcompromise or settlement of, understanding or arrangement take any other action with respect to, any litigation, action, suit, claim, proceeding, or investigation; (xxii) make any loan, advance, or capital contributions to any Person; (xxiii) make any investment in any Person in excess of $50,000 in the voting of equity securities aggregate; (xxiv) terminate or close any material facility, business, or operation of the Company; (xxixxv) grant or pay any severance or termination pay to any former officer, director, manager, or employee of the Company, except pursuant to agreements set forth on Schedule 4.11(a); (xxvi) cause or take any other action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliateshave a Material Adverse Effect; or (xxivxxvii) authorize commit, agree to, or agree contract to do any of the foregoing actionsforegoing.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during During the period from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Effective Time, except as expressly contemplated by this Agreement the Company shall, with respect to itself, and shall cause the other Centerre Companies, with respect to such Centerre Company, to, and shall use commercially reasonable efforts to cause each other Target Companies Entity, with respect to such Target Entity, to, (i) conduct their carry on its respective businessesbusiness in the usual, regular and ordinary course in all material respectssubstantially the same manner as heretofore conducted, (ii) deliver any notifications required to be made to any licensing authorities in connection with the transactions contemplated hereby, (iii) pay its debts and obligations (including, without limitation, payables and other recurring obligations) and Taxes when due subject to good faith disputes over such debts or Taxes, (iv) pay or perform other its obligations when due, (v) preserve intact its present business organization, (vi) use commercially reasonable efforts to keep available the services of its present officers and employees, and (vii) use commercially reasonable efforts to preserve its relationships with customers, suppliers, Physicians, distributors, licensors, licensees, and others having business dealings with it. The Company shall and shall use commercially reasonable efforts to cause each of the other Target Entities to promptly notify Parent of any event or occurrence not in the ordinary course of such entity’s business, and of any event which would reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, except as otherwise contemplated by this Agreement or as set forth on Schedule 7.1, the Company shall and shall use commercially reasonable efforts to cause each Target Entity not to do, cause or permit any of the following, without the prior written consent of Parent: (i) cause or permit any amendments to its certificate of incorporation, certificate of formation, certificate of limited partnership or other formation document, or operating agreement or partnership agreement, as applicable; (ii) except pursuant to agreements with respect to Warrants or Stock Options outstanding as of the date hereof, issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock or partnership or membership interests or securities exercisable or convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or interests or other convertible securities; (iii) (A) declare or pay any dividends on or make any other distributions (whether in cash, securities or property) in respect of any of its capital stock or otherwise, except for distributions made by any Target Entity to its respective members, partners or stockholders in the ordinary course of business consistent with past practice, (iiB) comply transfer any Assets to or enter into any transactions with all Laws applicable to the Target Companies and its stockholders, members, partners or their respective businessesAffiliates, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iiiC) split, combine, recapitalize combine or reclassify any of its shares capital stock (D) issue or other equity interests or issue authorize the issuance of any other securities in respect thereof of, in lieu of or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect substitution for shares of its equity interestscapital stock, or (E) repurchase or otherwise acquire, directly or indirectly redeemindirectly, purchase or otherwise acquire or offer to acquire any shares of its securitiescapital stock except from former employees, directors and consultants in accordance with existing agreements providing for the repurchase of shares in connection with any termination of service to any Target Entity; (iv) incurexcept with respect to Stock Options and Warrants outstanding as of the date hereof, createor in connection with the Cancellation Payments or Change of Control Payments, assumeaccelerate, prepay amend or otherwise become liable change the period of exercisability or vesting of options, profit shares or other rights granted under its equity incentive plans or authorize cash payments in exchange for any Indebtedness (directlyoptions, contingently profit shares or otherwise), outside the ordinary course other rights granted under any of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Personsuch plans; (vA) increase enter into any contract, arrangement or commitment that exceeds One Hundred Fifty Thousand Dollars ($150,000) in aggregate annual value, or (B) violate, amend or otherwise modify or waive any of the wages, salaries or compensation material terms of any of its executive officersMaterial Contracts or Real Property Leases, orincluding without limitation exercising any extension option thereunder; (vi) transfer to any Person any rights to its Intellectual Property; (vii) sell, in the case of employees other than executive officerslease, increase the wagessublease, salaries license, sublicense or compensation of otherwise dispose of, encumber or otherwise transfer any of such employees other than in the ordinary course of businessits properties or Assets, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or except in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, incur any indebtedness for borrowed money or waive guarantee any such indebtedness or assign issue or sell any material right under, debt securities or guarantee any Company Material Contract outside debt securities of others other than indebtedness incurred by the Joint Ventures in the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lessbusiness; (ix) enter into any operating lease, which provides for annual payments to or by any Target Entity in excess of One Hundred Fifty Thousand Dollars ($150,000); (x) pay, discharge or satisfy in an amount in excess of Fifty Thousand Dollars ($50,000) in any one case or One Hundred Fifty Thousand Dollars ($150,000) in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of Debt or Transaction Expenses or liabilities reflected or reserved against in the Financial Statements; (xi) make any capital expenditures, capital additions or capital improvements (or incur any obligation to do so) in excess of One Hundred Thousand Dollars ($100,000) except in the ordinary course of business; (xii) terminate or, to the extent within the Company’s control applying commercially reasonable efforts, fail to maintain renew or materially reduce the amount of any insurance coverage provided by existing insurance policies; (xiii) except with respect to Stock Options and Warrants outstanding as of the date hereof or as otherwise contemplated by this Agreement, adopt or amend any employee benefit plan, stock purchase plan, equity incentive plan, option plan or similar plan or arrangement, or pay any bonus or special remuneration to any employee or director, or increase the salaries or wage rates of its books, accounts and records in all material respects employees other than in the ordinary course of business consistent with past practice; (xxiv) establish any Subsidiary or enter into hire any new line employee, except in the ordinary course of business; (xixv) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage except with respect to its assets, operations and activities in such amount and scope Change of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually Control Payments or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practicebusiness, grant any severance or termination pay to any director, officer or other employee; (xvi) make capital expenditures commence a lawsuit other than (A) for the routine collection of bills or (B) in excess of $100,000 (individually for any project (or set of related projects) or $250,000 such cases where it in good faith determines that failure to commence suit is reasonably likely to result in the aggregate)material impairment of a valuable aspect of its business, provided that, to the extent practicable, it consults with Parent prior to the filing of such a suit; (xvii) adopt acquire or agree to acquire by merging or consolidating with, or by purchasing a plan substantial portion of complete the assets of, or partial liquidationenter into any joint venture or partnership agreement with, dissolutionany business or corporation, mergerpartnership, consolidation, restructuring, recapitalization association or other reorganizationbusiness organization or division thereof; (xviii) voluntarily incur acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or enter into any Liability joint venture or obligation (whether absolutepartnership agreement with, accruedany business or corporation, contingent partnership, association or otherwise) in excess of $100,000 individually other business organization or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plandivision thereof; (xix) sell, lease, license, transfer, exchange make or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of change any material portion election in respect of its propertiesTaxes, assets adopt or rightschange any accounting method in respect of Taxes, file any amendment to a Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of remove from the Company’s premises or modify any books or records of any Target Entity, other than in the ordinary course of business; (xxi) take conduct its cash management customs and practices in any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (manner other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practicepractice (including with respect to collection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, payment of accounts payable and accrued expenses, levels of capital expenditures, pricing and credit practices and operation of cash management practices generally); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxxii) authorize take, or agree in writing or otherwise to do take, any of the foregoing actionsactions described in Sections 7.1(a)(i) through (a)(xxi) above. (b) The operations conducted or to be conducted by each Target Entity shall at all times, at a minimum, be conducted in compliance in all material respects with the applicable Healthcare Requirements and, in connection therewith, the Company covenants that it shall use commercially reasonably efforts to cause the other Target Entities to be operated in a prudent manner in compliance with applicable Laws and all Licenses, Contractual Obligations, and any other agreements necessary for the certification, licensure, or operation of such company as may be necessary for such company to operate in the manner it has operated prior to the date hereof.

Conduct of Business of the Company. (a) Unless From and after the Purchaser date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Parent Company shall otherwise consent cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Company Disclosure Schedules, or as consented to in writing by SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, use its commercially reasonable efforts to (i) conduct their respective businesses, in all material respects, and operate the business of the Group Companies in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective consistent with past practice and in material compliance with all applicable Laws, (ii) maintain and preserve intact in all material respects the business organizationsorganization, to assets, properties and material business relations of the Group Companies, taken as a whole, (iii) keep available the services of their respective managers, directors, officers, employees the present officers and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top SuppliersKey Employees of the Company, and to (iv) preserve existing relations and goodwill of the possessionGroup Companies with Material Customers, control suppliers, distributors and condition creditors of their respective material assets, all as consistent with past practicethe Group Companies. (b) Without limiting the generality of Section 6.2(athe foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except (w) and except as expressly contemplated by the terms of this AgreementAgreement or any Ancillary Document, during the Interim Period(x) as required by applicable Law (including COVID-19 Measures), without the prior written consent (y) as set forth on Section 5.1(b) of the Purchaser and the Parent Company Disclosure Schedules or (z) as consented to in writing by SPAC (such consent not to be unreasonably withheld, conditioned or delayed), not do any of the Company shall not, and shall cause the Target Companies to notfollowing: (i) amenddeclare, waive set aside, make or pay a dividend on, or make any other distribution or payment (whether in cash, stock or property) in respect of, any Equity Securities of any Group Company or Merger Sub or split, reserve split, reclassify, recapitalize, repurchase, redeem or otherwise changeacquire, offer to repurchase, redeem or otherwise acquire, any outstanding Equity Securities of any Group Company or Merger Sub, other than (w) a reverse stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00, (x) dividends or distributions, declared, set aside or paid by any respectof the Company’s Subsidiaries to the Company or any Subsidiary that is, its Organizational Documentsdirectly or indirectly, wholly owned by the Company, (y) any dividends or distributions required under the Governing Documents of any joint venture of any Subsidiaries of the Company and (z) in connection with the net exercise or settlement of awards under a Company Equity Plan; (ii) authorize for issuance(A) merge, issueconsolidate, grantcombine or amalgamate any Group Company or Merger Sub with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, sell, pledge, dispose purchasing any Equity Security in or a substantial portion of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securitiesthe assets of, or by any other securitiesmanner) any corporation, including any securities convertible into or exchangeable for any of its shares partnership, association or other equity securities business entity or securities organization or division thereof, other than such acquisitions and purchases that would not require financial statements of any class and any other equitythe acquired business to be included in the Registration Statement / Proxy Statement pursuant to Rule 3-based awards, or engage in any hedging transaction with a third Person with respect to such securities05 of Regulation S-X under the Securities Act; (iii) splitadopt any amendments, combinesupplements, recapitalize restatements or reclassify modifications to any of its shares Group Company’s or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securitiesMerger Sub’s Governing Documents; (iv) incurtransfer, createissue, assumesell, prepay grant, pledge, or otherwise become liable for directly or indirectly dispose of, or subject to a Lien, (A) any Indebtedness Equity Securities of any Group Company or Merger Sub or (directlyB) any options, contingently restricted stock, warrants, rights of conversion or otherwise)other rights, outside agreements, arrangements or commitments obligating any Group Company or Merger Sub to issue, deliver or sell any Equity Securities of any Group Company, other than (x) the issuance of shares of capital stock of the Company upon the exercise of any Company Equity Award outstanding on the date of this Agreement in accordance with the terms of the applicable Company Equity Plan and the underlying grant, award or similar agreement, (y) the issuance of Company Equity Awards in the ordinary course of business, in excess of $100,000 (individually business or in accordance with the aggregate), make a loan terms of employment agreements or advance (z) the issuance of shares of capital stock of the Company to or investment additional Subscribers pursuant to the terms of additional Subscription Agreements entered into after the date hereof in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Personconnection with the PIPE Financing; (v) increase incur, create or assume any Indebtedness in excess of $1,000,000, other than (A) ordinary course trade payables, (B) between the wages, salaries or compensation of Company and any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries wholly owned Subsidiaries or compensation of between any of such employees wholly owned Subsidiaries or (C) in connection with borrowings, extensions of credit and other financial accommodations under the Company’s and Subsidiaries’ existing credit facilities, notes and other existing Indebtedness and, in each case, any refinancing thereof; (vi) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its wholly owned Subsidiaries, (B) the reimbursement of expenses of employees in the ordinary course of business and consistent with past practice, (C) prepayments and deposits paid to suppliers of any Group Company in the ordinary course of business, consistent with past practice, and in any event not (D) trade credit extended to customers of the Group Companies in the aggregate by more than five percent ordinary course of business and (5%), or make or commit E) advances to make any bonus payment wholly owned Subsidiaries of the Company; (whether in cash, property or securitiesvii) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or except (w) in the ordinary course of business consistent with past practice, (x) as set forth on Section 5.1(b)(vii) of the Company Disclosure Schedules, (y) as required under the existing terms of any Employee Benefit Plan or (z) as required by any applicable Law, (A) adopt, enter into, terminate or materially amend any material Employee Benefit Plan or any other benefit or compensation plan, policy, program, agreement, trust, fund or Contract that would be an Employee Benefit Plan if in effect as of the date of this Agreement, (B) materially increase the compensation or benefits payable to any current or former employee, officer, director, or individual independent contractor of any Group Company whose annual base compensation exceeds $250,000, or (C) take any action to accelerate any payment, right to payment, vesting or benefit, or the funding of any payment or benefit, payable or to become payable to any current or former employee, officer, director, or individual independent contractor of any Group Company under any Employee Benefit Plan; (viviii) amend, terminate, or enter into any CBA; (ix) except in the ordinary course of business consistent with past practice, hire, engage, or terminate (without cause) any employee or independent contractor with annual base compensation in excess of $250,000; (x) implement or announce any plant closings, employee layoffs, furloughs, reductions-in-force, reduction in terms and conditions of employment, or other personnel actions that could implicate the WARN Act or other similar Israeli Law; (xi) make or rescind any material election relating to TaxesTaxes (other than elections made in the ordinary course of business), settle any material claim, action, suit, litigation, proceedingProceeding, arbitration, investigation, audit or controversy relating to material Taxes, file any material amended Tax Return or surrender any claim for material refund in a manner inconsistent with past practice (including surrendering any right to a refund), or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (viixii) transfer enter into any settlement, conciliation or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material similar Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed the performance of which would involve the payment by the Group Companies in excess of $100,000 per year or $250,000 1,000,000, in the aggregate, (B) or that would be a Company Material Contract imposes, or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain by its books, accounts and records in all material respects terms will impose at any point in the ordinary course of business consistent with past practice; future, any material, non-monetary obligations on any Group Company (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies SPAC or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to Affiliates after the extent required to comply with GAAP and after consulting with the Company’s outside auditorsClosing); (xiii) waiveauthorize, releaserecommend, assign, settle propose or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating announce an intention to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate)adopt, or otherwise payeffect, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization recapitalization, reorganization or similar transaction involving any Group Company; (xiv) change any Group Company’s accounting principles or methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards or IFRS; (xv) enter into any Contract with any broker, finder, investment banker or other reorganizationPerson under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement; (xvi) except for entries, modifications, amendments, waivers, terminations or non-renewals, in each case, in the ordinary course of business, enter into, materially modify, materially amend, assign, waive any material right under, terminate (excluding any expiration in accordance with its terms) or fail to renew, any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedules (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract pursuant to its terms) or any Real Property Lease; (xvii) fail to maintain the Leased Real Property in substantially the same condition as of the date of this Agreement, other than ordinary wear and tear, casualty and condemnation; (xviii) voluntarily incur abandon, dispose of, allow to lapse, transfer, sell, assign, or exclusively license any Liability material Company Owned Intellectual Property to any Person or obligation otherwise extend, amend, or modify any material Company Intellectual Property (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 other than in the aggregate other than pursuant to the terms ordinary course of a Company Material Contract or Company Benefit Planbusiness); (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion properties or assets other than in the ordinary course of its properties, assets or rightsbusiness; (xx) enter into close any agreement, understanding material facility or arrangement with respect to the voting discontinue any material line of equity securities of the Companybusiness or material business operations; (xxi) take (A) suffer any action that would reasonably be expected to significantly delay Lien on or impair the obtaining transfer, let lapse, abandon or dispose of any consents material Company Owned Intellectual Property or approvals (B) license any material Company Owned Intellectual Property, except for non-exclusive licenses granted in the ordinary course of any Governmental Authority to be obtained in connection with this Agreementbusiness; (xxii) enter intolimit the right of any Group Company to engage in any line of business or in any geographic area, amendto develop, waive market or terminate (other than terminations in accordance with their terms) any transaction sell products or services, or to compete with any Related Person (other than compensation or grant any exclusive or similar rights to any Person, except where such limit does not, and benefits would not be reasonably likely to, individually or in the aggregate, materially and advancement of expensesadversely affect, in each caseor materially disrupt, provided in the ordinary course operation of business consistent with past practice)the businesses of a Group Company; (xxiii) make amend in a manner materially detrimental to the Group Companies (taken as a whole), terminate, cancel, surrender, permit to lapse or fail to renew or fail to use commercially reasonable efforts to maintain any payments authorization from a Governmental Entity or transfer Permit required for the conduct of the business of any assets to any affiliatesGroup Company, except where the loss of such authorization or Permit does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of a Group Company; or (xxiv) authorize enter into any Contract to take, or agree cause to do be taken, any of the foregoing actionsactions set forth in clauses (i) through (xxiv), other than the entry into additional Subscription Agreements pursuant to which the Company agrees to issue and sell on the Closing Date Company Ordinary Shares as additional PIPE Financing. (c) Notwithstanding anything in this Section 5.1 or this Agreement to the contrary, (i) nothing set forth in this Agreement shall give SPAC, directly or indirectly, the right to control or direct the operations of any Group Company or Merger Sub, (ii) the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of each of the Group Company and Merger Sub, subject to the provisions in this Section 5.1 and (iii) any action taken, or omitted to be taken, by any Group Company to the extent such act or omission is reasonably determined by the Company or the Company Board to be necessary or prudent for such Group Company to take in response to COVID-19 or any COVID-19 Measure shall in no event be deemed to constitute a breach of this Section 5.1; provided, however, (A) the Company shall give SPAC prior notice of any such act or omission to the extent (x) such act or omission would otherwise require consent of SPAC under this Section 5.1 and (y) the provision of such notice is reasonably practicable, which notice shall describe in reasonable detail the act or omission and the reason that such act or omission is being taken, or omitted to be taken, pursuant to clause (iii) and, in the event that it is not reasonably practicable for the Company to give such prior notice, the Company shall instead give such notice to SPAC promptly after such act or omission and (B) in no event shall clause (ii) be applicable to any act or omission of the type described in Section 5.1(b)(i), Section 5.1(b)(ii), Section 5.1(b)(iii), Section 5.1(b)(iv), Section 5.1(b)(vii), Section 5.1(b)(viii) or Section 5.1(b)(x).

Conduct of Business of the Company. Except (a) Unless as expressly provided in this Agreement, (b) as described in Schedule ‎5.1 to this Agreement, (c) with the Purchaser and the prior written Consent of Parent (which consent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), or (d) in the case of clauses (ii) - (iv) below for any actions or omissions reasonably and in good faith taken (or failures to take action reasonably and in good faith) in response to COVID-19 or any COVID-19 measures, during the period from the date of this Agreement and continuing until hereof to the Effective Time or the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing Article ‎7 below (such period, the “Interim Period”), except as expressly the Company will and will cause each of its Subsidiaries to: (i) not take any action that would or would reasonably be expected to prevent, materially impair or materially delay the ability of the Company, Merger Sub or Parent to consummate the transactions contemplated by this Agreement or the Company shall, and shall cause the Target Companies to, other Transaction Agreements; (iii) conduct their respective businesses, its operations in all material respects, respects in the ordinary and usual course of business consistent with past practice; (iii) use its reasonable best efforts to preserve intact its corporate existence and current business organizations, (ii) comply with all Laws applicable to keep available the Target Companies and their respective businessesservice of its current officers, assets directors, consultants, and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respectsrespects its relationships with customers, their respective licensees, licensors, suppliers, distributors, lessors, creditors, employees, contractors, and others having business organizations, to keep available the services of their respective managers, directors, officers, employees dealings with it; and consultants, to maintain, (iv) preserve in all material respects, respects their existing relationships with all Top Customers present properties and Top Suppliers, tangible and to preserve the possession, control and condition of their respective material intangible assets, all as consistent with past practice. (b) . Without limiting the generality of Section 6.2(a) and the foregoing, except as contemplated by the terms of otherwise expressly provided in this Agreement or as described in Schedule ‎5.1 to this Agreement, during the Interim Period, the Company will not, and will not permit any of its Subsidiaries to (unless required by Applicable Law after consultation with counsel), without the prior written consent Consent of the Purchaser and the Parent (such consent which shall not to be unreasonably withheld, conditioned withheld or delayed)): 5.1.1 amend or authorize any amendments to the terms of any of its outstanding securities or its governing or organizational documents, or to the Company shall not, and shall cause the Target Companies to not: (i) amend, waive governing or otherwise change, in organizational documents of any respect, of its Organizational DocumentsSubsidiaries; (ii) authorize for issuance, 5.1.2 issue, grantsell, selldeliver, pledge, dispose of of, encumber or propose transfer or agree or commit to issue, grant, sell, pledge do or dispose of authorize any of its equity securities the foregoing with respect to (whether through the issuance or any granting of options, warrants, commitments, subscriptions subscriptions, rights to purchase or rights otherwise) any stock of any kind to acquire class or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities equity equivalents (including any stock options or stock appreciation rights) of any class and any other equity-based awards, the Company or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect Subsidiaries except for the issuance and sale of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, Shares pursuant to Company Stock Options granted under the terms Company Plans prior to the date hereof and issuance of any Company Benefit Plans or Stock Options to new employees in the ordinary course of business consistent with past practice; (vi) 5.1.3 split, combine or reclassify any shares of its Capital Stock or any other equity securities or equity equivalents, declare, set aside, authorize, make or rescind pay any material election relating dividend or other distribution (whether in cash, stock or property, any combination thereof or otherwise) in respect of its Capital Stock or any other equity securities or equity equivalents of the Company or any of its Subsidiaries, including the Shares (except dividends declared or paid by a wholly-owned Subsidiary of the Company to Taxesthe Company or another wholly-owned Subsidiary of the Company), settle make any claimother actual, action, suit, litigation, proceeding, arbitration, investigation, audit constructive or controversy relating deemed distribution in respect of its Capital Stock or other equity securities or equity equivalents or otherwise make any payments to Taxes, file any amended Tax Return or claim for refundshareholders in their capacity as such, or make redeem, purchase or otherwise acquire or issue or sell any material change of its securities or any rights, options, warrants or calls to acquire or sell any such shares or other securities or any securities or any rights, options, warrants or calls to acquire or sell any such shares or other securities of any of its Subsidiaries; provided that the Company may repurchase or otherwise acquire shares in its accounting connection with (a) the applicable Company Plan in effect as of the date of this Agreement, (b) the acceptance of Shares as payment for the per share exercise price of the Company Stock Options or Tax policies or proceduresas payment for Taxes incurred in connection with the exercise, vesting and/or settlement of Company Stock Options, in each case except as required by in accordance with the applicable Law Company Plan, or in compliance with GAAP(c) the forfeiture of Company Stock Options; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or 5.1.4 enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assetsthe voting of the equity interests of the Company, operations and activities in such amount and scope of coverage as are currently in effectincluding the Shares; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) 5.1.5 adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization recapitalization, or other reorganizationreorganization of the Company or any of its Subsidiaries (other than the Merger); 5.1.6 alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of the Company or any Subsidiary; 5.1.7 (xviiii) voluntarily incur or assume any Liability Indebtedness or obligation issue any debt securities, individually or in the aggregate, or modify or agree to any amendment of the terms of any existing Indebtedness of the Company or any of its Subsidiaries, except for the Bridge Loan; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether absolutedirectly, accrued, contingent contingently or otherwise) in excess for the material obligations of $100,000 individually or $250,000 any other Person except for obligations of wholly owned Subsidiaries of the Company incurred in the aggregate ordinary course of business and consistent with past practices; (iii) make any loans, advances or capital contributions to, or investments in, any other Person (other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities wholly-owned Subsidiaries of the Company; ); (xxiiv) take redeem, pay, discharge or satisfy any action that would reasonably be expected to significantly delay Indebtedness or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter intoother material Liability, amend, waive or terminate (other than terminations repayment of the OurCrowd Loan (as defined below) or the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of other liabilities reflected or reserved against in, or contemplated by, the Company Financial Statements or incurred in the ordinary course of business consistent with past practice after the date of the Latest Balance Sheet; (v) cancel any material Indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value; or (vi) waive the benefits of, or agree to modify in any manner, any exclusivity, standstill or similar agreement benefiting the Company or any of its Subsidiaries; 5.1.8 forgive any loans or advances to any officers, employees or directors of the Company or its Subsidiaries, or any of their respective Affiliates, or change its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an Company Benefit Plan or otherwise, except in the ordinary course of business; 5.1.9 except to the extent required under Company Benefit Plans or Employee Agreements in existence prior to the date hereof, (a) establish, adopt, enter into any new, amend, terminate, or take any action to accelerate rights under, any Company Benefit Plan or any plan, program, policy, practice, agreement or arrangement that would be a Company Benefit Plan if it had been in effect on the date of this Agreement (except that the Company and its Subsidiaries may enter into offer letters and employment agreements with newly hired employees in the ordinary course of business so long as such offer letters and agreements are pursuant to the standard form agreement used by the Company and its Subsidiaries in the applicable jurisdiction and do not provide for any notice or severance pay in excess of amounts required under Applicable Law); (b) grant or pay, or commit to grant or pay, any bonus or incentive award or payment; (c) increase, or commit to increase, the amount of the compensation or benefits of any employee of the Company or any Subsidiary of the Company, provided that the Company may adopt a retention plan, reasonably acceptable to Parent, to motivate and incentivize certain Employees to continue to work for the Company after the date of this Agreement; (d) accelerate the time of payment or funding of any amounts under, or increase the amount of funding required pursuant to, any Company Benefit Plan; (e) hire or make an offer to hire, or promote, any employee to the position of (1) Chief Executive Officer, or (2) a position that directly reports to the Chief Executive Officer (each, a “Senior Employee”); or (f) terminate the employment of any Senior Employee other than for cause; (i) acquire or agree to acquire (a) by merging or consolidating with, or by purchasing a substantial equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof, except as set forth in Schedule ‎5.1.10; or (b) any transaction with any Related Person (other than compensation and benefits and advancement assets that are material, individually or in the aggregate, to the Company, except purchases of expenses, in each case, provided inventory in the ordinary course of business consistent with past practice); (ii) sell, lease, license, transfer, otherwise dispose of, mortgage, sell and leaseback, pledge or otherwise encumber or subject to any Lien (other than a Company Permitted Lien) any material properties or assets of the Company or any of its Subsidiaries or any interests therein in any single transaction or series of related transactions, other than sales of Company Products and Services in the ordinary course of business consistent with past practices; or (iii) enter into any exclusive license, distribution, marketing, sales or other agreement that is or would reasonably be expected to be material to the Company or any of its Subsidiaries; 5.1.11 change any of the accounting methods, principles, or practices used by the Company, except as required by IFRS or by a Governmental Entity or a competent quasi-Governmental Entity; (xxiiii) enter into any Contract that if entered into prior to the date of this Agreement would constitute a Company Material Contract or materially modify, materially amend, accelerate, waive any material right under, or terminate any Company Material Contract; or (ii) authorize or make any new capital expenditure or expenditures not included in the current annual budget of the Company or any of its Subsidiaries attached to Schedule 5.1.12; 5.1.13 (i) make or change any payments material Tax election; (i) file or transfer amend any assets Tax return; (ii) settle or compromise any audit or Proceeding with respect to material Tax matters; (iii) adopt or change any affiliatesmaterial accounting method; (iv) agree to an extension or waiver of the statute of limitations with respect to material Taxes; (v) surrender any right to claim a material Tax refund; or (vi) enter into any agreement with a Tax authority; 5.1.14 make capital expenditures in an aggregate amount that exceeds 10% of the budgeted amounts set forth in Schedule 5.1.14 for the respective periods set forth therein; 5.1.15 cancel, forfeit, fail to renew, fail to continue to prosecute, abandon or allow to lapse (except with respect to patents expiring in accordance with their terms) any material Company IP Rights; (i) institute any Proceeding, or (ii) release, compromise, assign, settle, or agree to settle any pending or threatened Proceeding, other than settlements that result solely in monetary obligations of the Company or its Subsidiaries (without the admission of wrongdoing or a nolo contendere or similar plea, the imposition of injunctive or other equitable relief, or restrictions on the future activity or conduct on or by Parent, the Company or any of their respective Subsidiaries) of an amount not greater than $100,000 in the aggregate; 5.1.17 allow any Permit that was issued to the Company that otherwise relates to its business as currently conducted or anticipated to be conducted to lapse or terminate; 5.1.18 fail to keep in force the Insurance Policies or replacement or revised policies providing insurance coverage with respect to the assets, operations and activities of the Company or its Subsidiaries as are currently in effect; 5.1.19 make any material changes in policies, procedures, or practices with respect to credit, collection, payment, accounts receivable or accounts payable, except, in each case, to the extent required to conform with IFRS; 5.1.20 discontinue any material line of business; 5.1.21 extend the date a Company Stock Option may be exercised following the date that the holder of a Company Stock Option ceases to be employed by the Company or its Subsidiaries or provide services to the Company or its Subsidiaries ; or (xxiv) authorize 5.1.22 commit or agree (in writing or otherwise) to do take any of the foregoing actionsactions described in Sections ‎5.1.1 through ‎5.1.21 (and it shall use commercially reasonable efforts not to take any action that would make any of the representations or warranties of the Company contained in this Agreement untrue or incorrect). Nothing contained in this Agreement or the other Transaction Agreements shall give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations.

Conduct of Business of the Company. (a) Unless During the Purchaser period from the date of this Agreement and continuing until the Parent earlier of the termination of this Agreement or the Closing, Seller shall (except to the extent that Buyer shall otherwise consent in writing (such writing, which consent will not to be unreasonably withheld, conditioned or delayed) cause the Company carry to on its business only in the ordinary course consistent with past practice and to use all commercially reasonable efforts consistent with good business practice to maintain in full effect the Company Permits, keep and maintain the assets used in the Business in good operating condition and repair, maintain the business organization of the Company intact and preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Company. Seller shall not, and shall cause the Company and its respective Affiliates not to, attempt to persuade or solicit (i) any Employee or (ii) any person who devotes a majority of his or her time to the Business to enter into employment with Seller or any Affiliate of Seller or otherwise not to commence employment with Buyer after the Closing. (b) Without limiting the generality of Section 6.1(a), except as required by applicable Law, required by this Agreement or as disclosed in Section 6.1(a) of the Seller Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing Closing, without the written consent of Buyer (the “Interim Period”which will not be unreasonably withheld, conditioned or delayed), except as expressly contemplated by this Agreement Seller agrees that it will cause the Company shall, and shall cause the Target Companies not to, : (i) conduct their respective businessesmake any fundamental change in the Business or operations of the Company with respect to the Business; (ii) adopt any amendment to its certificate of formation or operating agreement or other applicable governing documents; (iii) sell, pledge, lease, dispose of, grant or encumber any of its property, including the Property, or any of its assets or equity interests in all material respectsany other Person, except for (A) sales of current assets in the ordinary course of business consistent with past practice, (iiB) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, Permitted Encumbrances and (iiiC) take all reasonable measures necessary other sales that do not exceed, individually or appropriate to preserve intactin the aggregate, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities$50,000; (iv) incurexercise any option to purchase, create, assume, prepay sell or otherwise become liable lease (whether as lessor or lessee) real property or any option to extend a Lease (except for any Indebtedness (directlyextension of a Lease, contingently or otherwisewhich, by its terms, occurs automatically and which does not change the terms of such Lease), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase incur, assume, or modify any Indebtedness; (vi) cancel any debts owed to or claims held by the wages, salaries or compensation Company with respect to the Business (including the settlement of any of its executive officers, or, in the case of employees claims or litigation) other than executive officersdebts owed or claims held which do not exceed $10,000, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vivii) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except other than as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extendthe terms of a Material Contract, materially amend modify or modifyamend, permit to lapse or fail to preserve terminate any of the Company Registered IPMaterial Contracts other than supplier or vendor contracts for the purchase or lease of goods or services modified, Company Licensed IP amended or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secretsterminated in the ordinary course of business; (viii) terminatesubject any of its properties, assets or waive or assign any material right underequity interests to a Lien, any Company Material Contract outside of other than Permitted Encumbrances and Liens in existence on the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lessdate hereof; (ix) fail to maintain its booksthe existing insurance coverage relating to the Real Property (however, accounts and records in the event any such coverage shall be terminated or lapse, to the extent available at reasonable cost, the Company may procure substantially similar substitute insurance policies which in all material respects are in the ordinary course of business consistent with past practiceat least such amounts and against such risks as are currently covered by such policies); (x) establish authorize for issuance, issue, sell or deliver (A) any Subsidiary equity or enter into voting interest in the Company or (B) any new line of businesssecurities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (1) any equity or voting interest in, the Company, or (2) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any equity or voting interest in the Company; (xi) fail to use commercially reasonable efforts to keep split, combine, redeem, reclassify, purchase or otherwise acquire, directly or indirectly, any equity or voting interest in, the Company, or make any other change in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope the capital structure of coverage as are currently in effectthe Company; (xii) revalue acquire any business or Person, by merger or consolidation, purchase of its material substantial assets or make equity interests, or by any change other manner, in accounting methods, principles a single transaction or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditorsa series of related transactions; (xiii) waivemake any capital expenditure or commitment therefor, release, assign, settle or compromise enter into any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), capital leases or otherwise pay, discharge acquire any assets or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved properties except in accordance with the Company Financialscapital expenditure budget included in Section 4.5 of the Seller Disclosure Letter; (xiv) close modify or materially reduce its activitiesrescind any of the Company Permits, or effect fail to use good faith efforts to obtain any layoff renewal or other personnel reduction or changeextension, at as may be required by Law, of any of its facilitiesCompany Permits; (xv) acquiresubject the Company to any bankruptcy, including by mergerreceivership, consolidation, acquisition of stock insolvency or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practicesimilar proceedings; (xvi) make capital expenditures any change in excess any method of $100,000 (individually for any project (accounting or set of related projects) or $250,000 in the aggregate)auditing practice other than those required by GAAP; (xvii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt a plan any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of complete deferring income to periods for which Buyer is liable pursuant to Section 6.12 or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationaccelerating deductions to periods for which the Company is liable pursuant to Section 6.12); (xviii) voluntarily incur make any Liability election or obligation (whether absolute, accrued, contingent or otherwise) in excess take any action that is inconsistent with treating the Company as an entity disregarded as separate from its owner within the meaning of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit PlanTreasury Regulation § 000-0000-0; (xix) sellmake any loans, lease, license, transfer, exchange advances or swap, mortgage or otherwise pledge or encumber (including securitizations)capital contributions to, or otherwise dispose investments in, any other Person other than advances to employees for incidental expense reimbursements in the ordinary course of any material portion of its properties, assets or rightsbusiness; (xx) enter into any agreement, understanding transaction with any Affiliated Person or arrangement with respect make any dividends or distribution to the voting of equity securities an equityholder of the CompanyCompany (other than payments of cash dividends or distributions to Seller); (xxi) take adopt or, except as required by applicable Law, amend any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this AgreementCompany Benefit Plan; (xxii) enter into, amend, waive except (A) as required by any Contract or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expensesCompany Benefit Plan, in each case, provided as in effect on the date hereof or (B) as required by applicable Law, award or increase any bonuses, salaries, or other compensation to any Employee, other than any increases in compensation or benefits to non-officer Employees in an aggregate amount not in excess of $50,000, or enter into or amend or modify any employment, severance or similar Contract with any Employee; (xxiii) terminate the employment of or hire any person whose annual compensation exceeds or is reasonably expected to exceed $50,000; (xxiv) enter into any Contract that would constitute a Material Contract other than supplier or vendor contracts for the purchase or lease of goods or services in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliatesbusiness; or (xxivxxv) authorize authorize, commit or agree to do take any of the foregoing actionsactions in respect of which it is restricted by the provisions of this Section 6.1.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during During the period from between the date of this Agreement and continuing until the earlier of Effective Time or, as the case may be, termination of this Agreement in accordance with Section 9.1 its terms, the Company agrees (except to the extent that the Purchaser shall otherwise consent in advance in writing) to conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the Closing (extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the “Interim Period”)services of its present officers and employees and preserve its relationships with Customers, suppliers, vendors, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses. The Company shall promptly notify the Purchaser of any material event or occurrence or emergency not in the ordinary course of business, and any material event involving or adversely affecting the Company or its business. The Company shall report periodically to the Purchaser concerning the status of the business, operations, and finances of the Company prior to the Effective Time. Further, during the period between the date of this Agreement and the Effective Time or, as the case may be, termination of this Agreement in accordance with its terms, except as expressly contemplated required by this Agreement Agreement, the Company shallshall not, and shall cause without the Target Companies to, prior written consent of the Purchaser: (ia) conduct their respective businesses, in all material respects, enter into any commitment or transaction not in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intactpractices or, in all material respectsany event, their respective business organizationswhich exceeds $25,000, to keep available the services of their respective managersindividually, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: other than (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible Contracts entered into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent business with past practice, customers providing for services to less than 100 locations and in any event not (ii) renewals in the aggregate by more than five percent ordinary course of business with existing customers of the Company on terms no less favorable to the Company that the then-existing terms thereof; (5%)b) enter into or amend any Contract pursuant to which any other party is granted marketing, distribution or make similar rights of any type or commit to make any bonus payment (whether in cash, property or securities) scope with respect to any employeeproducts of the Company, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vic) make amend or rescind otherwise modify in any material election relating respect (or agree to Taxesdo so), or violate the terms of, any of the Contracts set forth, described or required to be described in the Disclosure Schedule; (d) fail to maintain or preserve the Company’s water vending equipment in the ordinary course of business; (e) settle or commence any claimlitigation or any dispute resolution process (other than settlements involving solely financial remuneration less than or equal to $25,000); (f) declare, action, suit, litigation, proceeding, arbitration, investigation, audit set aside or controversy relating to Taxes, file pay any amended Tax Return or claim for refund, dividends on or make any material change other distributions (whether in its accounting cash, stock or Tax policies property) in respect of any Company Stock, or proceduressplit, combine or reclassify any of the Company Stock or issue or authorize the issuance of any other securities in respect of, in each case except as required by applicable Law lieu of or in compliance substitution for shares of the Company Stock, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of Company Stock (or options, warrants or other rights exercisable therefor); (g) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any shares of Company Stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares of Company Stock or other convertible securities; provided, however, that the Company may issue additional shares of Company Stock to employees of the Company during the three (3) Business Days immediately preceding the Closing Date in respect to payment of a portion of the Transaction Bonuses payable to such Company employees; (h) cause or permit any amendments to its Organizational Documents; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company; (j) sell, lease, license, loan or otherwise dispose of any of its properties or assets other than in the ordinary course of business, consistent with past practices, and other than the proposed sale of machines as set forth in Schedule 2.20; (k) transfer to any Person any rights to the Company’s Proprietary Assets; (l) incur any (i) liabilities for borrowed money or amounts owed in excess of $25,000 other than under the Credit Agreement, (ii) guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), or (iii) lease payments (or obligations to make lease payments) in excess of $25,000 under leases required to be capitalized in accordance with GAAP; (viim) transfer grant any severance or license termination fee in excess of $25,000 to be paid to any Person director, officer, employee or otherwise extendconsultant, materially amend or modify, permit except payments made pursuant to lapse or fail standard written agreements outstanding on the date hereof and disclosed to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade SecretsPurchaser in the Disclosure Schedule; (viiin) terminate, or waive or assign any material right under, any Company Material Contract outside of except for travel and business expenses incurred in the ordinary course of business or enter into any Contract in accordance with past practices (provided that such advances do not exceed an aggregate of $25,000), (A) involving amounts reasonably expected to exceed $100,000 per year adopt or $250,000 in the aggregateamend any employee benefit plan, program, policy or arrangement, (B) that would be a Company Material Contract or enter into any employment contract, (C) with a term longer than one year that cannot be terminated without payment extend any Employment Offer or loan, (D) pay or agree to pay any annual or special bonus or special remuneration to any director, employee or consultant, or (E) increase the salaries or wage rates of a material penalty and upon notice of sixty (601) days any executive employees exceeding five percent (5%) in any given case or less(2) any non-executive employee exceeding ten percent (10%) in any given case, as applicable, except for any Transaction Bonuses (as defined in Section 1.6(e)(xiv)(B)); (ixo) revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable in excess of $15,000 in any one case or $30,000 in the aggregate; (p) pay, discharge or satisfy, in an amount in excess of $25,000 in any one case, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or as otherwise consented to in writing by the Purchaser prior to Closing; (q) make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (r) enter into any strategic alliance, joint development or joint marketing agreement; (s) approve any transaction under, or any person becoming an “interested stockholder” under, Section 203 of DGCL or any similar action or omission under any other applicable Takeover Statute; (t) fail to maintain pay or otherwise satisfy its books, accounts and records in all material respects monetary obligations in the ordinary course of business consistent with past practice, except such as are being contested in good faith; (u) waive or commit to waive any rights with a value in excess of $25,000, in any one case; (v) cancel, materially amend or renew any insurance policy; (w) alter, or enter into any commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest on the date hereof; or (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief oncommit to, or the admission of wrongdoing by, the Company or its Affiliates) not agree (in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent writing or otherwise) to take, any of the actions described in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; Sections 4.5(a) through (xixw) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations)above, or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected prevent the Company from performing or cause the Company not to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actionsperform its covenants hereunder.

Conduct of Business of the Company. During the Interim Period, subject to Section 5.15, the Purchaser shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Purchaser’s Representatives to reasonably cooperate with the Company and its Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Purchaser or any of its Subsidiaries. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule 5.2, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.2(a) and except in connection with the Interim Period Investment or as contemplated by the terms of this AgreementAgreement or the Ancillary Documents as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (50,000 individually or $100,000 in the aggregate), make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any PersonPerson in excess of $50,000 individually or $100,000 in the aggregate; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the material Company Registered IP, Company Licensed IP or other Company IP, other than in the ordinary course of business consistent with past practice, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) consistent with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lesspast practice; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are substantially similar to that which is currently in effect; (xii) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the a Target Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilitiesfacilities other than in the ordinary course of business; (xv) acquire, including by merger, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 50,000 (individually for any project (or set of related projects) or $250,000 100,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) except for Transaction Expenses, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 50,000 individually or $250,000 100,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rightsrights in an amount in excess of $50,000 individually or $100,000 in the aggregate other than in the ordinary course of business; (xx) except for the Ancillary Documents, enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxiii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except (i) as expressly contemplated by this Agreement or the Ancillary Documents, (ii) as required by applicable Law (including COVID-19 Measures), (iii) for the incurrence of Company Transaction Expenses or (iv) as set forth on Schedule 5.2, the Company shall, and shall cause the Target Companies its Subsidiaries to, (iA) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (iiB) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employeesemployees in all material respects, and (iiiC) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practiceassets in the ordinary course of business. (b) Without limiting the generality of Section 6.2(a5.2(a) and except as contemplated by the terms of this AgreementAgreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or for the incurrence of Company Transaction Expenses or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) other than with respect to the Conversion, amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities Equity Securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securitiesEquity Securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities Equity Securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities, other than with respect to the conversion of any Company Convertible Securities or as set forth on Schedule 5.2; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests Equity Securities or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interestsEquity Securities (other than dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company), or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securitiesEquity Securities; (iv) (A) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (500,000 individually or $1,000,000 in the aggregateaggregate (other than (I) ordinary course trade payables or (II) up to $40,000,000 in the aggregate in indebtedness for borrowed money borrowed during the Interim Period from Mr. Hai Shi or any of his Affiliates (other than any Target Company) under terms and conditions that are reasonably agreed to by the Purchaser and the Company (any such loans to Xx. Xxx Xxx or his Affiliates, whether issued and outstanding as of the date of this Agreement or incurred during the Interim Period, the “Shi Company Loans”), except that as a condition to any such additional Shi Company Loans, Xx. Xxx Xxx shall agree that all outstanding Shi Company Loans as of immediately prior to the Closing will be converted into, exchanged for, or otherwise satisfied by the issuance of, PIPE Shares in connection with the Closing under the same terms as Xx. Xxx Xxx’s Subscription Agreement) or (B) make a loan or advance to or investment in any third party, party (other than (I) intercompany loans or guarantee capital contributions between the Company and any of its wholly owned Subsidiaries and (II) reimbursement or endorse any Indebtedness, Liability or obligation advancement of any Personexpenses to employees in the ordinary course of business); (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employeeemployee whose base salary is greater than $100,000, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to TaxesTaxes outside of the ordinary course of business, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, file any material amended Tax Return or material amended claim for refundrefund of Taxes, or make any material change in its accounting or Tax policies or proceduresprocedures outside of the ordinary course of business, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the material Company Registered IP, Company Licensed IP or other Company IPIP (excluding non-exclusive licenses of Company IP in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would, if in effect as of the date hereof, have constituted a Company Material Contract, in each case outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) consistent with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lesspast practice; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force material insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are substantially similar to that which is currently in effect; (xii) revalue any of its material assets or make any material change in accounting any Target Company’s methods, principles or practicespractices of accounting in any material respect, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditorsauditors and other than changes that are made in accordance with PCAOB standards; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages by a Target Company (and not the imposition of equitable relief on, or the admission of wrongdoing by, the a Target Company or its Affiliates) not in excess of $100,000 500,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any material layoff or other material personnel reduction or change, at any of its facilitiesfacilities (in the context of the Company and its Subsidiaries taken as a whole); (xv) acquire, including by merger, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (500,000 individually for any project (or set of related projects) or $250,000 1,000,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization (other than, for the avoidance of doubt, the transactions expressly contemplated by this Agreement); (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 500,000 individually or $250,000 1,000,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit PlanPlan or otherwise in the ordinary course of business; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its material properties, assets or rights, other than in the ordinary course of business; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities Equity Securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxiii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates, except for the incurrence of Indebtedness permitted by Section 5.2(b)(iv)(A)(II); or (xxiv) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless From and after the Purchaser date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Parent Company shall otherwise consent cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Company Disclosure Schedules, or as consented to in writing by Armada (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, operate the business of the Group Companies in the ordinary course in all material respects, respects (including continuing to make capital expenditures in the ordinary course of business consistent and in accordance with past practicethe capital expenditure and cash budget delivered to Armada prior to the date hereof), (ii) comply with all Laws applicable use commercially reasonable efforts to maintain and preserve intact the Target Companies business organization, assets, properties and their respective businessesmaterial business relations of the Group Companies, assets and employeestaken as a whole, and (iii) take all use commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, efforts to keep available the services of their respective managers, directors, the current officers, key employees and consultantsconsultants of the Company, and (iv) conduct the business of the Group Companies in compliance with applicable Law in all material respects and to maintain, notify Armada immediately (upon becoming aware of the same) in the event that any of the representations or warranty contained herein ceases to be true and complete in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except as expressly contemplated by the terms of this AgreementAgreement or any Ancillary Document, during the Interim Periodas required by applicable Law or any Governmental Entity, without the prior written consent as set forth on Section 5.1(b) of the Purchaser and the Parent Company Disclosure Schedules or as consented to in writing by Armada (it being agreed that any request for such consent shall not to be unreasonably withheld, conditioned or delayed), not do any of the Company shall not, and shall cause the Target Companies to notfollowing: (i) amenddeclare, waive set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of any Group Company or repurchase or redeem any outstanding Equity Securities of any Group Company, other than dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company, or otherwise changepay any fees, commissions, expenses or other amounts to the Company Shareholders or any of their Affiliates (other than compensation paid in any respect, its Organizational Documentsthe ordinary course of business and otherwise in accordance with this Section 5.1(b)); (ii) authorize for issuance(A) merge, issueconsolidate, grantcombine or amalgamate with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, sell, pledge, dispose purchasing any Equity Security in or a substantial portion of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securitiesthe assets of, or by any other securitiesmanner) any corporation, including any securities convertible into or exchangeable for any of its shares partnership, association or other equity securities business entity or securities of any class and any other equity-based awards, organization or engage in any hedging transaction with a third Person with respect to such securitiesdivision thereof; (iii) splitadopt any amendments, combinesupplements, recapitalize restatements or reclassify modifications to any of its shares Group Company’s Governing Documents or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securitiesthe Company Shareholder Agreement; (iv) incur(A) sell, createassign, assumeabandon, prepay lease, license or otherwise become liable for dispose of any Indebtedness (directlymaterial assets or properties, contingently other than inventory or otherwise), outside obsolete equipment in the ordinary course of business, or (B) except in excess the ordinary course of $100,000 (individually business, create, subject or incur any Lien on or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation respect of any Personmaterial assets or properties (other than any Permitted Liens); (v) increase permit any material item of Company Owned Intellectual Property to lapse or to be abandoned, invalidated, dedicated to the wagespublic, salaries or compensation disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings which are required to maintain such Company Owned Intellectual Property in force as it is currently, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every material item of Company Owned Intellectual Property; (vi) transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or subject to a Lien (or enter into any Contract with respect to any of the foregoing), (A) any Equity Securities of any of its executive officers, or, in the case of employees Group Company other than executive officersthe Acquisition Shares or (B) any options, increase the wageswarrants, salaries rights of conversion or compensation other rights, agreements, arrangements or commitments obligating any Group Company to issue, deliver or sell any Equity Securities of any of such employees Group Company; (vii) incur, create or assume any Indebtedness (other than in the ordinary course of business, consistent with past practice, business and in any event not in the aggregate by more which is less than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (£50,000 individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xviiviii) adopt cancel or forgive any Indebtedness owed to the Company or any of its Subsidiaries; (ix) grant any Lien; (x) enter into any compromise or settlement of, or take any other action with respect to, any Proceeding; (xi) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its wholly owned Subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business; (xii) (A) adopt, enter into, materially amend or modify or terminate any material Employee Benefit Plan of any Group Company or any material benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan if in effect as of the date of this Agreement, (B) except as required by Law or in the ordinary course of business, materially increase or decrease the compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company, (C) take any action to accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company, (D) hire, furlough or terminate (other than for “cause”) any director, officer, or executive-level employee of any Group Company, or (E) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company; (xiii) enter into any settlement, conciliation or similar Contract the performance of which would involve the payment by the Group Companies in excess of £100,000, in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on any Group Company; (xiv) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization recapitalization, reorganization or similar transaction involving any Group Company; (xv) change any Group Company’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards, or otherwise required by GAAP or Securities Laws, or change any Group Company’s accounting reference date; (xvi) enter into any Contract with any broker, finder, investment banker or other reorganizationPerson under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document; (xvii) make or grant any Change of Control Payment that is not set forth on Section 3.2(d) of the Company Disclosure Schedules; (xviii) voluntarily incur make any Liability alterations or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant improvements to the terms of a Company Material Contract Owned Real Property or Company Benefit Planthe Leased Real Property, or amend any written or oral agreements affecting the Owned Real Property or the Leased Real Property; (xix) sellunless required by Law, lease(i) modify, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations)extend, or otherwise dispose enter into any CBA or (ii) recognize or certify any labor or trade union, labor organization, works council, or group of employees of the Group Companies as the bargaining representative for any material portion employees of its properties, assets or rightsthe Group Companies; (xx) (A) amend, modify or terminate any Material Contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract pursuant to its terms) (other than in the ordinary course of business), (B) waive any material benefit or right under any Material Contract or (C) enter into any agreement, understanding or arrangement with respect Contract that would constitute a Material Contract if it had been entered into prior to the voting date hereof (other than in the ordinary course of equity securities of the Companybusiness); (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, modify, or waive any material benefit or terminate right under, any Company Related Party Transaction; (other than terminations in accordance with their termsxxii) any transaction with any Related Person (other than compensation and benefits and advancement materially accelerate the collection of accounts receivable, materially delay the payment of accounts payable or accrued expenses, in each casematerially delay the purchase of supplies or materially delay capital expenditures, provided in repairs or maintenance or otherwise change the ordinary course cash management of business consistent with past practice)the Group Companies; (xxiii) make or commit to make any payments capital expenditures that exceed, individually or transfer in the aggregate £250,000 over the annual budgeted amount (as contemplated in the annual budget provided to the Listed Parties prior to the date hereof) for the current fiscal year or otherwise materially reduce or fail to make any assets capital expenditure contemplated by such annual budget; (xxiv) adopt or make any material change in any method of accounting, accounting policies or reporting practices for Tax purposes other than changes that are made in accordance with PCAOB standards, or otherwise required by GAAP or Securities Laws; make any material Tax election which is materially inconsistent with past practice; change or revoke any material Tax election in a manner which is materially inconsistent with past practice; file any material Tax Return or amended Tax Return in each case in a manner materially inconsistent with past practice, except as required by applicable Law; surrender any right to claim a refund of Taxes other than surrenders between Group Companies; fail to pay any material Tax as such Tax becomes due and payable unless such Tax is being contested in good faith; settle any material Tax claim or assessment with a Tax Authority; consent to any affiliatesextension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment by a Tax Authority, other than any such extension or waiver that is obtained in the ordinary course of business; or change its U.S. federal income tax classification; or (xxivxxv) authorize enter into any Contract to take, or agree cause to do be taken, any of the foregoing actionsactions set forth in this Section 5.1(b). For the avoidance of doubt, the aforementioned provisions in Section 5.1(b) shall not apply to the proposed transfer of 44,692,737 Company Shares currently held by DBLP Sea Cow Limited to M1 RE Limited (or an equivalent number, subject to any adjustment to reflect the Pre- Closing Reorganization in Cayman Newco).

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule ‎7.2, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a7.2(a) and except as contemplated by the terms of this AgreementAgreement or the Ancillary Documents as set forth on Schedule 7.2, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (ic) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law; (iid) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, other than the issuance of Company Share upon the exercise of Company options outstanding as of the date hereof in accordance with their existing terms, or engage in any hedging transaction with a third Person with respect to such securities; (iiie) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (ivf) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of 25,000 individually or $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any PersonPerson in excess of $25,000 individually or $100,000 in the aggregate; (vg) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) other than in the ordinary course of business consistent with past practice, to any employee, or materially increase other benefits of employees generallygenerally other than in the ordinary course of business consistent with past practice, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans Plans, Contracts, or in the ordinary course of business consistent with past practice; (vih) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAPIFRS; (viii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the material Company Registered IP, Company Licensed IP Licenses or other Company IPIP (excluding non-exclusive licenses of Company IP to Target Company customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viiij) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) consistent with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lesspast practice; (ixk) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (xl) establish any Subsidiary or enter into any new line of business; (xim) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are substantially similar to those currently in effect; (xiin) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP IFRS and after consulting with the Companyeach Party’s outside auditors; (xiiio) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company by such Party or its Affiliates) not in excess of $100,000 25,000 (individually or $100,000 in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xivp) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvq) acquire, including by merger, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvir) make capital expenditures in excess of $100,000 25,000 (individually for any project (or set of related projects) or $250,000 100,000 in the aggregate)) other than pursuant to the terms of a Company Material Contract; (xviis) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviiit) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 150,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xixu) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxv) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxiw) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxiix) accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liability other than in the ordinary course of business consistent with past practice; (y) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivz) authorize or agree to do any of the foregoing actions; provided, that any actions reasonably taken in good faith by the Company or its Subsidiaries to the extent reasonably believed to be necessary to comply with Laws (including orders of Governmental Authorities) related to COVID-19 shall be deemed not to constitute a breach of the requirements set forth under this Section 7.2. The Company shall notify Purchaser in writing of any such actions taken in accordance with the foregoing proviso and shall use reasonable best efforts to mitigate any negative effects of such actions on the business of the Target Companies, in consultation with Purchaser whenever practicable.

Conduct of Business of the Company. (a) Unless Except as set forth in Schedule 4.1 or as otherwise expressly permitted by this Agreement or as Parent may otherwise consent to or approve in writing on and after the Purchaser date hereof and prior to the Closing Date, during the period from the date of this Agreement to the Effective Time, the Company and its Subsidiaries shall operate in the Ordinary Course of Business and in compliance with all applicable Laws and regulations and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, to keep available the services of its current officers and other employees and to preserve its relationships with those persons having business dealings with it, including vendors and customers, to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Furthermore, the Company covenants, represents and warrants that from and after the date hereof, unless Parent shall otherwise expressly consent in writing writing, the Company and each of its Subsidiaries shall use its commercially reasonable efforts to: (such consent not i) keep in full force and effect insurance comparable in amount and scope of coverage to be unreasonably withheldinsurance now carried by it; and (ii) pay all accounts payable and other obligations, conditioned when they become due and payable, in the Ordinary Course of Business consistent with the provisions of this Agreement, except if the same are contested in good faith, and, in the case of the failure to pay any material accounts payable or delayedother obligations which are contested in good faith, only after consultation with Parent. Without limiting the generality of the foregoing (but subject to the above exceptions), during the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Effective Time, except as expressly contemplated by this Agreement neither the Company nor any of its Subsidiaries shall, and shall cause the Target Companies to, : (a) (i) conduct their respective businessesdeclare, set aside or pay any dividends on, or make any other distributions in all material respectsrespect of, in the ordinary course any of business consistent with past practiceits Shares or any other equity interests, (ii) comply split, combine or reclassify any of its Shares or any other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its Shares or any other equity interests, except for issuances of capital stock upon the exercise of options outstanding as of the date hereof in accordance with all Laws applicable to the Target Companies and their respective businessespresent terms, assets and employees, and (iii) take all reasonable measures necessary purchase, redeem or appropriate otherwise acquire any Shares or any other securities thereof or any rights, warrants or options to preserve intactacquire any such shares or other securities or (iv) make any other actual, constructive or deemed distribution in all material respects, respect of any Shares or other equity interests or otherwise make any payments to Stockholders in their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all capacity as consistent with past practice.such; (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grantdeliver, sell, pledge or dispose of otherwise encumber or subject to any of its equity securities or Lien any optionsShares, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares voting securities or other equity interests or issue any other securities in respect thereof convertible into, or pay any rights, warrants or set aside options to acquire, any dividend such Shares, voting securities or other distribution (whether in cash, equity interests or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its convertible securities; (ivc) incur, create, assume, prepay amend its certificate of incorporation or otherwise become liable bylaws or organizational documents except for any Indebtedness the amendment to the Company’s Certificate of Incorporation as set forth on Exhibit 4.1; (directly, contingently d) acquire or otherwise), outside the ordinary course of business, in excess of $100,000 (individually agree to acquire by merging or in the aggregate), make a loan or advance to or investment in any third partyconsolidating with, or guarantee by purchasing a substantial portion of the stock or endorse assets of, or by any Indebtednessother manner, Liability any business or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xixe) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge encumber or encumber subject to any Lien or otherwise dispose of any of the Property (including securitizations), or otherwise dispose other than in the Ordinary Course of any material portion of its properties, assets or rightsBusiness; (xxf) incur any Indebtedness for borrowed money or issue any debt securities, make any loans, advances or capital contributions to, or investments in, any Person; (g) assume, guarantee, or endorse the obligations of any other Person, indemnify any other person, issue any support guarantees or otherwise become responsible for the obligations of any Person; (h) subject to Section 4.9, take, or agree to commit to take, any action that would or is reasonably likely to result in any of the conditions to the Merger not being satisfied, or that would impair the ability of any of the Parties to consummate the Merger in accordance with the terms hereof or delay such consummation; (i) make any capital expenditure or expenditures that exceed $50,000 in the aggregate; (1) make any material Tax election or take any material position on any material Tax Return filed on or after the date of this Agreement; (2) adopt any material accounting method that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods; (3) file any material amended Tax Returns or claims for Tax refunds; (4) enter into any closing agreement related to any material Tax; (5) surrender any material tax claim, audit or assessment; (6) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability surrendered; (7) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (8) settle or resolve any material Tax controversy; or (9) take or omit to take any other action, if any such action or omission would have the effect of materially increasing the Tax liability or materially reducing any Tax asset of the Company or any of its Subsidiaries. (k) except as required under an existing Plan, (i) grant or commit to grant any employee, Stockholder, officer, director or agent any material increase in wages, bonus, severance, profit sharing, retirement, insurance or other compensation or benefits (other than an increase in wages in the Ordinary Course of Business for any individual other than a director or officer of the Company), (ii) adopt, amend or terminate, or commit to adopt, amend or terminate, any Plan, except to the extent necessary to comply with applicable Law, (iii) establish or commit to establishing any new compensation or benefit plan or arrangement, or (iv) enter into any employment, consulting, retention, termination, severance or collective bargaining agreement; (l) take, or agree to commit to take, any action that would or is reasonably likely to result in the acceleration of any Company Options other than as contemplated by this Agreement or resulting from the consummation of the transactions contemplated by this Agreement; (m) revalue any of its assets, including, without limitation, writing down the value of inventory or writing-off notes or accounts receivable other than in the Ordinary Course of Business or as required by GAAP; (n) (i) enter into any contract or agreement, understanding other than in the Ordinary Course of Business, or amend in any material respect any of the Contracts other than in the Ordinary Course of Business; (ii) enter into any contract, agreement, commitment or arrangement providing for, or amend any contract, agreement, commitment or arrangement to provide for, the taking of any action that would be prohibited hereunder; or (iii) enter into any new material contract or agreement with pricing terms which are below the Company’s historic levels; (o) pay, discharge or satisfy any 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 of liabilities reflected or reserved against in the Balance Sheet or incurred in the Ordinary Course of Business since the date of the Balance Sheet; (p) settle or compromise any pending or threatened suit, action or claim relating to the transactions contemplated hereby; (q) enter into any agreement or arrangement that would limit or restrict the Surviving Company and its Affiliates (including Parent) or any successor thereto, from engaging or competing in any line of business or in any geographic area; (r) except as contemplated by Section 6.1(e) enter into, terminate or amend in any material respect any Contract listed on Schedule 2.12(a) or Schedule 2.14(c); (s) sell, transfer or grant any license with respect to Intellectual Property of the voting Company other than non-exclusive licenses granted in the Ordinary Course of equity securities Business, or fail to make any filing, pay any fee or take any other action necessary to maintain the existence, validity and ownership by the Company of any material Intellectual Property owned by the Company; (xxit) fail to pay any fee, make any filing or take any action necessary to maintain the ownership or right to use any Intellectual Property that would reasonably be expected is material to significantly delay the business of the Company or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreementits Subsidiaries; (xxiiu) enter intofail to maintain, amendabandon, waive or terminate (other than terminations in accordance with their terms) lose the right to use or otherwise exploit any transaction with any Related Person (other than compensation and benefits and advancement Intellectual Property material to the business of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments Company or transfer any assets to any affiliatesits Subsidiaries; or (xxivv) authorize authorize, or commit or agree to do take, any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth in Section 5.02 of the Agreement Schedules entered into by and between the Parties on the Agreement Date (the “Agreement Schedules”), the Company shall, and shall cause the other Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.02(a) and except as contemplated by the terms of this AgreementAgreement or the Ancillary Documents as set forth in Section 5.02 of the Agreement Schedules, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the other Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (5,000,000 individually or $10,000,000 in the aggregate), make a loan or advance to or investment in any third party, party or guarantee or endorse any Indebtedness, Liability or obligation of any PersonPerson in excess of $5,000,000 individually or $10,000,000 in the aggregate; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five ten percent (510%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make make, change, or rescind any material election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or surrender or forfeit any right to claim for a Tax refund, enter into any Tax allocation, Tax sharing, Tax indemnity or other closing agreement related to Taxes, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the material Company Registered IP, Company Licensed IP Licenses or other Company IPIP (excluding non-exclusive licenses of Company IP to Target Company customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) consistent with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lesspast practice; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force material insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are substantially similar to that which is currently in effect; (xii) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the a Target Company or its Affiliates) not in excess of $100,000 2,000,000 (individually or $5,000,000 in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 5,000,000 (individually for any project (or set of related projects) or $250,000 10,000,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) not referenced in another subsection of this Section 5.02(b) in excess of $100,000 5,000,000 individually or $250,000 10,000,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the CompanyCompany other than this Agreement or any of the Ancillary Documents; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxiii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actions; provided, that any actions reasonably taken in good faith by the Company or the other Target Companies to the extent reasonably believed to be necessary to comply with Laws (including orders of Governmental Authorities) related to COVID-19 shall be deemed not to constitute a breach of the requirements set forth under this Section 5.02. The Company shall notify the Purchaser in writing of any such actions taken in accordance with the foregoing proviso and shall use commercially reasonable efforts to mitigate any negative effects of such actions on the business of the Target Companies, in consultation with the Purchaser whenever practicable.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during During the period from the date of this Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or and the Closing (the “Interim Period”)Effective Time, except as expressly required by applicable Legal Requirements, consented to in writing by Acquiror or contemplated by this Agreement or required by any other Material Contract: (a) the Company shall, conduct its business solely in the usual, regular and ordinary course in substantially the same manner as heretofore conducted (except to the extent required by applicable Legal Requirements or a Material Contract or as expressly provided otherwise in this Agreement or as consented to in writing by Acquiror) and in material compliance with all applicable Legal Requirements; (b) the Company shall cause the Target Companies to, (i) conduct their respective businessespay all of its debts and Taxes when due, in all material respectssubject to good faith disputes over such debts or Taxes, in (ii) pay or perform its other obligations when due, (iii) use commercially reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, and (iiiv) comply use its commercially reasonable efforts consistent with all Laws applicable past practice and policies to preserve intact its present business organizations, keep available the services of its officers, key employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the Target Companies end that its goodwill and their respective businessesongoing businesses shall be unimpaired at the Closing; (c) the Company shall promptly notify Acquiror of any change, assets occurrence or event not in the ordinary course of its business, or of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and employeesevents, would reasonably be expected to have a Material Adverse Effect on the Company or cause any of the conditions to closing set forth in Article 9 not to be satisfied; (d) the Company shall use commercially reasonable efforts to assure that each of its Material Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger; and (e) the Company shall maintain the Owned Real Properties and the Leased Properties (iiito the extent required under the Real Property Leases) take all reasonable measures necessary or appropriate to preserve intactin compliance, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers applicable Legal Requirements and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any contractual obligations of the Company Registered IPand its Subsidiaries, and continue to make or cause to be made all repairs, restoration, replacements and maintenance that the Company Licensed IP or other determines reasonably necessary to maintain the Property in substantially the same condition as exists on the date hereof, subject to reasonable wear and tear, and the Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside and its Subsidiaries shall comply with all applicable terms of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actionsrelevant Real Property Lease.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or and the Closing (the “Interim Period”)Effective Time, except as expressly contemplated by this Agreement, contemplated by the budget for the period from the date of this Agreement until the Closing Date agreed upon by Acquiror and the Company shallon or prior to the date hereof or disclosed in Schedule 4.1, and the Company shall cause not, without the Target Companies to, prior written consent of Acquiror: (i) conduct Enter into any material commitment or transaction except under the Distribution Agreement or Distribution Agreement Contracts, including any capital expenditures or capital lease obligations; (ii) Convey, transfer or assign to any Person any rights to any Intellectual Property Rights except under the Distribution Agreement and the Distribution Agreement Contracts; (iii) Enter into or amend any agreements pursuant to which any Person is granted marketing, distribution or similar rights of any type or scope or any third party royalty rights with respect to any products of the Company, or enter into or amend any strategic alliance, license or sub-license agreement, joint marketing agreement or joint development agreement, except for agreements that are terminable for convenience by the Company upon sixty (60) days notice or less (which notice may be given any time within sixty (60) days of the Closing Date), provided that the Company shall have no further obligation under any of such contracts following their respective businessestermination other than obligations to maintain confidential information; (iv) Terminate, amend or otherwise modify in all any material respectsrespect any contract, agreement or commitment that is not a Scheduled Contract except in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to or terminate, amend or otherwise modify in any material respect any of the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.Scheduled Contracts; (bv) Without limiting the generality of Section 6.2(a) and except as contemplated by Violate the terms of this Agreement, during the Interim Period, without the prior written consent any of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, Scheduled Contracts in any respect, its Organizational Documentsmaterial manner; (iivi) authorize for issuance, issue, grant, sell, pledge, dispose Commence any litigation or any binding dispute resolution process (other than in respect of any breach of or propose to issueclaim arising under this Agreement); (vii) Declare, grantset aside or pay any dividends on or make any other distributions (whether in cash, sell, pledge stock or dispose property) in respect of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securitiescapital stock, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize combine or reclassify any of its shares or other equity interests capital stock or issue or authorize the issuance of any other securities in respect thereof of, in lieu of or pay or set aside any dividend or other distribution (whether in cashsubstitution for, equity or property or any combination thereof) in respect shares of its equity interestscapital stock, or repurchase, redeem or otherwise acquire, directly or indirectly redeemindirectly, purchase or otherwise acquire or offer to acquire any shares of its securities; (iv) incurcapital stock, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course except repurchases of business, shares in excess connection with terminations of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or employment in the ordinary course of business consistent with past practice; (viviii) make Issue, grant, deliver or rescind any material election relating to Taxessell or authorize or propose the issuance, settle any claimgrant, action, suit, litigation, proceeding, arbitration, investigation, audit delivery or controversy relating to Taxes, file any amended Tax Return or claim for refundsale of, or make purchase or propose the purchase of, any material change in shares of its accounting capital stock or Tax policies securities convertible into, or proceduressubscriptions, in each case rights, warrants or options to acquire (including Company Options), or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, except as required by applicable Law or in compliance with GAAPthe issuance of Company Common Stock upon the exercise of Company Options; (ix) Make any payment to any shareholder (except as permitted by clause (vii) transfer above), officer, director or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any employee of the Company Registered IP, or any Affiliate or relative of any of them except payment for services rendered by any such person as an employee or independent contractor of the Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secretsin the ordinary course of business consistent with past practices; (viiix) terminateAmend its Articles of Incorporation or Bylaws in any way; (xi) Permit the corporate existence of the Company or the rights or franchises or any license, permit or authorization under which its business operates to be suspended, lapsed, revoked or modified; (xii) Acquire or agree to acquire by merging or consolidating with, or waive by purchasing any assets (other than assets, immaterial in amount, in the ordinary course of business consistent with past practice) or assign equity securities of, or by any material right underother manner, any Company Material Contract business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets in an amount in excess of Ten Thousand Dollars ($10,000) in the case of a single transaction or in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate in any 90 day period; (xiii) Sell, lease, license or otherwise dispose of any of its properties or assets, except in the ordinary course of business consistent with past practice, cancel any debts or claims involving any Person, or pledge, assign or otherwise convey, or cause or allow any Lien to be placed or exist upon any such property or asset (other than liens for Taxes or governmental assessments, charges or claims the payment of which is not yet due, or for taxes the validity of which are being contested in good faith by appropriate proceedings; or statutory liens of landlords and liens of carriers, warehousemen, mechanics, materialmen and other similar persons and other liens imposed by Applicable Law incurred in the ordinary course of business consistent with past practice for sums not yet delinquent or being contested in good faith); (xiv) Enter into any transaction not described in clause (xiii) above with respect to any of its assets and properties outside of the ordinary course of business consistent with past practice, where the expenditure is likely to occur, in whole or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in part, after the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lessClosing Date; (ixxv) fail Incur any indebtedness or guarantee any indebtedness or issue or sell any debt securities of the Company or guarantee any debt securities of others other than (1) for borrowed money from Acquiror, (2) accounts payable in the ordinary course of business consistent with past practice, and (3) amounts payable pursuant to maintain Section 5.3; (xvi) Enter into or amend any employment agreements, oral or written, increase the compensation payable or to become payable by it to any of its booksofficers, directors, employees or consultants over the amount payable as of September 30, 1998, or adopt or amend any employee benefit plan or arrangement (oral or written) (including any amendment to the Option Plan or the agreements thereunder), or increase the salaries or wage rates of its officers, directors, employees or consultants; (xvii) Terminate the employment of any executive officer or vice president (including any Key Employee) (except terminations effected to facilitate such person becoming an employee of Acquiror) or grant any severance or termination pay to any director, officer or any other employee, except payments made pursuant to written agreements or other legally binding commitments disclosed to Acquiror in writing outstanding on the date hereof; (xviii) Make any representation or commitment to employees of the Company with respect to the Company's or Acquiror's intention to continue employment of any such employee after the Closing Date or that would create a legally enforceable obligation on the part of the Company or Acquiror to continue employment of any such employees after the Closing; (xix) Revalue any of its assets, including writing down the value of inventory or writing off notes or accounts and records in all material respects receivable, other than in the ordinary course of business consistent with past practice; (xxx) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise payPay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability companyLiability, other business organization than the payment, discharge or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided satisfaction in the ordinary course of business consistent with past practice)practice of Liabilities (1) reflected or reserved against in the Company Financials (or the notes thereto) or (2) that arise in the ordinary course of business consistent with past practice subsequent to the Balance Sheet Date and that are expenses incurred in a manner permitted by the provisions of this Agreement; (xxi) Lend any money; (xxii) Allow any insurance policy relating to the Company's business to be amended or terminated without replacing such policy with a policy providing at least equal coverage, insuring comparable risks and issued by an insurance company financially comparable to the prior insurance company; (xxiii) make Make or change any payments material election in respect of Taxes, adopt or transfer change any assets to any affiliates; or (xxiv) authorize accounting method in respect of Taxes, except as required by GAAP or agree to do any of the foregoing actions.Applicable Law,

Conduct of Business of the Company. (a) Unless the Purchaser Company and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), Members agree that during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with pursuant to the provisions of Section 9.1 8.1 hereof or the Closing Closing, the Company, each Company Subsidiary and the Affiliated Company shall each (unless otherwise required by this Agreement or Buyer has given its prior written consent to Company) carry on its business in the “Interim Period”)ordinary course consistent with past practice to pay its Liabilities and Taxes consistent with its past practices, except to pay or perform other obligations consistent with its past practices, subject to any good faith disputes over such Liabilities, Taxes and other obligations and to use reasonable efforts to preserve intact its present business organization, keep available the services of its present officers and key employees, preserve its relationships and goodwill with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it and to cause its Subsidiaries to do the same. Except as expressly contemplated by this Agreement or disclosed in Schedules, the Company shall, (and each of the Members with respect to subsection (d) below) shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Periodnot, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheldBuyer, conditioned voluntarily take or delayed), the Company shall not, and shall cause the Target Companies to notagree in writing or otherwise to: (ia) amendany of the actions described in Section 2.7 hereof; provided, waive however, that the Company may distribute cash held by the Company to the Members. (b) any other action that would make any of its representations or otherwise change, warranties contained in any respect, this Agreement untrue or incorrect or prevent the applicable party (or parties) from performing or cause the applicable party (or parties) not to perform its Organizational Documentsagreements and covenants hereunder; (iic) authorize for issuance, issue, grant, [Reserved]; (d) the Members shall not sell, pledgeassign, dispose of or propose to issue, grant, selltransfer, pledge or dispose of encumber the Interests; (e) enter into any of its equity securities or any options, warrants, commitments, subscriptions or rights commercial relationships of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event that are not in effect at the aggregate by more than five percent (5%)date hereof with Members or their Affiliates, or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAPthis Agreement, including, without limitation, the Domestic Lease and the Foreign Lease; (viif) transfer the making or license changing of any election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, the entering into of any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or consent to any Person extension or otherwise extendwaiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Tax Authority or otherwise, materially amend or modify, permit to lapse or fail to preserve except for any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has foregoing which would not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair give rise to a Material Adverse Effect on the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliatesCompany; or (xxivg) authorize or agree to do any action that will cause a termination of the foregoing actionsCompany’s election to be treated an “S corporation” under Section 1362 of the Code.

Conduct of Business of the Company. (a) Unless From and after the Purchaser date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Parent Company shall otherwise consent cause its Subsidiaries to, except as expressly contemplated by this Agreement (including in connection with the PIPE Investment) or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Company Disclosure Schedules, or as consented to in writing by Sandbridge (such it being agreed that any request for a consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, use commercially reasonable efforts to (i) conduct their respective businesses, in all material respects, operate the business of the Group Companies in the ordinary course of business consistent with past practice, in all material respects and (ii) comply with all Laws applicable to the Target Companies maintain and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, intact in all material respectsrespects the business organization, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all properties and material business relations of the Group Companies, taken as consistent with past practicea whole. (b) Without limiting the generality of Section 6.2(a) the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except as expressly contemplated by this Agreement (including in connection with the terms of this AgreementPIPE Investment), during the Interim PeriodAncillary Documents, without the prior written consent as required by applicable Law, as set forth on Section 5.1(b) of the Purchaser and the Parent Company Disclosure Schedules or as consented to in writing by Sandbridge (such consent consent, not to be unreasonably withheld, conditioned or delayed), ) not do any of the Company shall not, and shall cause the Target Companies to notfollowing: (i) amenddeclare, waive set aside, make or otherwise changepay a dividend on, or make any other distribution or payment in respect of, any respectEquity Securities of any Group Company or repurchase any outstanding Equity Securities of any Group Company, its Organizational Documentsother than dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company; (ii) authorize for issuance(A) merge, consolidate, combine or amalgamate any Group Company with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; (iii) adopt any amendments, supplements, restatements or modifications to any Group Company’s Governing Documents or the Company Stockholders Agreements; (iv) transfer, issue, grant, sell, pledgegrant or otherwise directly or indirectly dispose of, dispose of or propose subject to issuea Lien, grant, sell, pledge or dispose (A) any Equity Securities of any of its equity securities Group Company or (B) any options, warrants, commitments, subscriptions or rights of conversion or other rights, agreements, arrangements or commitments obligating any kind Group Company to acquire issue, deliver or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities Equity Securities of any class and any Group Company, other equity-based awards, than the issuance of shares of Company Common Stock upon the exercise or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation settlement of any PersonCompany Options outstanding on the date of this Agreement in accordance with the terms of the applicable Company Equity Plan and the underlying grant, award or similar agreement as in effect on the date of this Agreement; (v) increase enter into, renew, modify or revise any Company Related Party Transaction (or any Contract or agreement that if entered into prior to the wagesexecution and delivery of this Agreement would be a Company Related Party Transaction); (vi) incur, salaries create or compensation of assume any Indebtedness, other than ordinary course trade payables; (vii) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its executive officers, or, in wholly owned Subsidiaries and (B) the case reimbursement of expenses of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; except (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to under the terms of a Company Material Contract or Company any Employee Benefit Plan; (xixPlan as in effect on the date of this Agreement and that is set forth on the Section 3.11(a) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxiv) authorize or agree to do any of the foregoing actions.Company Disclosure

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until to the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Effective Time, except as expressly contemplated by this Agreement or as set forth on Section 4.1 of the Company shall, and shall cause the Target Companies to, Disclosure Schedule: (i) the Company shall conduct their respective businessesits business, in all material respects, in the ordinary course of business consistent with past practice, practice and (ii) comply the Company shall use commercially reasonable efforts consistent with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate foregoing to preserve intact, in all material respects, their respective its business organizationsorganization, to keep available the services of their respective its managers, directors, officers, key employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top SuppliersPersons with whom it does significant business, and to preserve the possession, control and condition of their respective material its assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and the foregoing clause (a), except as set forth on Section 4.1 of the Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, other than as contemplated hereby and in the Proxy Statement, the Company will not (except as specifically contemplated by the terms of this Agreement, during the Interim Period), without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not:): (i) amend, waive or otherwise change, in any respect, its Organizational DocumentsCertificate, bylaws, or other organizational documents or enter into any stockholder, partnership or other agreement; (ii) authorize for redemption or issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any Equity Interest, any shares of its capital stock or other securities or other equity securities interests or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell Equity Interests, any shares of its equity securities, capital stock or other securitiessecurities or other equity interests, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiesEquity Interests; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests Equity Interests or issue any other securities in respect thereof thereof, or declare, pay or set aside any dividend distribution or other distribution dividend (whether in cash, equity or property or any combination thereof) in respect of its equity interestsEquity Interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securitiesEquity Interests; provided, however, the Company may declare, pay or set aside any distributions in an amount equal to the Company’s accrual for Taxes as computed consistently with past practices and presented on the Company Financials dated May 31, 2009, in which case the Company shall notify Parent within seven (7) days of such distributions; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtednessindebtedness, Liability liability or obligation of any Person, other than in the ordinary course of business consistent with past practice; (v) increase the wages, salaries or compensation of any of its executive current or former consultants, officers, ormanagers, in the case of directors or employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit increase bonuses for the foregoing individuals for fiscal year 2009 in an aggregate amount greater than 120% of the amounts paid to make any bonus payment (whether such individuals in cash, property or securities) to any employeefiscal year 2008, or materially increase other benefits of employees generallyany of the foregoing individuals, or enter into, establish, materially amend or terminate any Company Benefit Plan or any other employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity or equity-related, pension, retirement, consulting, vacation, severance, separation, termination, deferred compensation, fringe, perquisite or other compensation or benefit plan, policy, program, agreement, trust, fund or other arrangement with, for or in respect of any current or former consultant, officer, manager manager, director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practicepractice (but in no event to exceed $100,000) or other than as required by applicable Law or pursuant to the terms of any Company Benefit Plan or Company Material Contract in effect on the date of this Agreement; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) other than in the ordinary course of business consistent with past practice (but in no event in an amount in excess of $100,000), transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IPIntellectual Property or Licensed Intellectual Property, Company Licensed IP or other Company IPthan nonexclusive licenses, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secretsmaterial trade secrets; (viii) terminateother than in the ordinary course of business consistent with past practice, terminate or waive or assign any material right under, under any Company Material Contract outside of the ordinary course of business or enter into any Contract contract (A) involving amounts reasonably expected to exceed potentially exceeding $100,000 per year or $250,000 in the aggregate250,000, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty 60 days or less (60in the event any such contract is entered into, Company will, within seven (7) days or lessof execution of same, provide a fully executed copy thereof to Parent); (ix) establish any subsidiary or enter into any new line of business outside the education industry; (x) make aggregate capital expenditures in excess of $3,200,000; (xi) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xixii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its the assets, operations and activities of the Company in such an amount and scope of coverage as are currently in effect; (xiixiii) other than as required to be in compliance with SEC rules and regulations or with GAAP, or as approved by the Company’s outside auditors, revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiiixiv) waive, release, assign, settle or compromise any claim, action or proceeding Action (including any suit, action, claim, proceeding or investigation third-party Action relating to this Agreement or the transactions contemplated hereby, including the Merger), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its AffiliatesCompany) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actionsclaims, Liabilities liabilities or obligationsobligations other than in the ordinary course of business consistent with past practice, unless such amount has been reserved in the Company FinancialsFinancial Statements; (xivxv) close or materially reduce its the Company’s activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvxvi) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside other than in the ordinary course of business consistent with past practice; practice (xvi) make capital expenditures but in no event in an amount in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate100,000); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability material liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 other than in the aggregate other than pursuant to the terms ordinary course of a Company Material Contract or Company Benefit Planbusiness consistent with past practice; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights, other than in the ordinary course of business consistent with past practice (but in no event in an amount in excess of $100,000); (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the CompanyEquity Interests; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority or Educational Agency to be obtained in connection with this Agreement; (xxii) enter into any material contract or otherwise take any material action with respect to (A) any real estate transaction or (B) the opening or construction of any additional facilities or locations; (xxiii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments Company Affiliate Transaction; or transfer any assets to any affiliates; or (xxiv) authorize or agree orally or in writing to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless Except as set forth in Section 4.01 of the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheldCompany Disclosure Letter, conditioned or delayed)as expressly required or permitted by this Agreement, or required by a Governmental Entity of competent jurisdiction, during the period from the date of this Agreement and continuing until the earlier Effective Time, the Company will, and will cause its Subsidiaries to, conduct its operations in all material respects according to its ordinary and usual course of business and consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organization, to keep available the services of its current officers and employees and to preserve its relationships with customers, suppliers, manufacturers, licensors, licensees, advertisers, distributors and others having business dealings with it; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 4.01 shall be deemed a breach of this Section 4.01 unless such action would constitute a breach of one or more of such other provisions. Without limiting the generality of the termination foregoing, except as set forth in Section 4.01 of the Company Disclosure Letter and, except as (x) contemplated or permitted by this Agreement or (y) required by Law, during the period from the date of this Agreement until the Effective Time, the Company will not and will not cause its Subsidiaries to, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed: (i) adopt or amend in accordance any material respect any bonus, profit sharing, compensation, severance, change-in-control, termination, stock option, restricted stock, stock purchase, stock appreciation right, pension, retirement, employment or other employee benefit agreement, trust, plan or other arrangement for the benefit or welfare of any director, officer or employee of the Company or its Subsidiaries or increase in any manner the compensation or fringe benefits of any director, officer or employee of the Company or its Subsidiaries (except, in each case, for annual increases and cost of living increases for the benefit of officers (including as set forth in any employment agreements) and employees of the Company or its Subsidiaries which are (A) consistent with Section 9.1 past practice and (B) in the case of any individual officer or employee, are not greater than fifteen percent of the Closing salary paid to such individual in the previous year and, in the aggregate to all officers and employees, not greater than five percent of the Company’s total salaries paid in the previous year); (the “Interim Period”ii) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets other than immaterial properties or assets (or immaterial portions of properties or assets), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, practice (ii) comply with all Laws applicable to and provided that any such transaction that requires the Target Companies and their respective businesses, assets and employeesconsent of the Company Board or any committee thereof, and (iii) take all reasonable measures necessary or appropriate to preserve intactany sale of any library of Films with more than five titles, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without shall require the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayedParent), and other than Liens (A) arising as a matter of Law, (B) granted in connection with the incurrence, assumption or guaranteed of any indebtedness permitted under clause (x) below, (C) arising in connection with the refinancing of the Company shall not, Credit Facility on terms substantially similar to those set forth in Section 4.01(ii) of the Company Disclosure letter and shall cause the Target Companies to not: (iD) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant after acquired property covenants in contracts evidencing indebtedness of the Company or its Subsidiaries and Liens created in connection with the refinancing of indebtedness of the Company or its Subsidiaries that are no less favorable to the terms Company and its Subsidiaries than those Liens that were created in connection with the indebtedness that is being refinanced and except for sales of any Company Benefit Plans excess or obsolete assets in the ordinary course of business consistent with past practice; (viiii) make (A) declare, set aside or rescind pay any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refunddividends on, or make any material change other distributions in its accounting or Tax policies or proceduresrespect of, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregateits capital stock, (B) that would be a Company Material Contract split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) with a term longer than one year purchase, redeem or otherwise acquire any shares of capital stock of the Company or its Subsidiaries or any other securities thereof or any rights or options or warrants to acquire any such shares or other securities, except that cannot be terminated without payment any Subsidiary of a material penalty the Company may pay dividends to the Company (and upon notice of sixty (60) days or lessany intermediate wholly owned holding company); (ixiv) fail authorize for issuance, issue, deliver, sell or agree or commit to maintain 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 bookscapital stock, accounts any other voting securities or any securities exercisable or exchangeable for or convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securities or equity equivalents (including, without limitation, stock appreciation rights) other than issuances upon exercise of Options, Warrants, the Portside Warrant, the Company Convertible Note or Company Rights or in connection with stock-based awards and records in all material respects each case outstanding as of the date of the Original Agreement; (v) amend its Charter Documents or, in the case of Subsidiaries of the Company, the certificate of incorporation, bylaws or other applicable constituent documents of any such Subsidiary; (vi) acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets, including real estate, except (x) acquisitions of assets (other than capital expenditures) in the ordinary course of business consistent with past practice; ; and (xy) establish any Subsidiary or enter into any new line the making of business; capital expenditures (xiI) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting accordance with the Company’s outside auditorscapital expenditures plan set forth in Section 4.01(vi) of the Company Disclosure Letter, (II) to repair or replace critical facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance) or (III) otherwise, in an aggregate amount for all such capital expenditures made pursuant to this clause (III) not to exceed $200,000; (xiiivii) waiveother than claims, releaseliabilities or obligations in connection with any litigation or the settlement thereof (which shall be subject to subparagraph (viii) below), assignpay, discharge, settle or compromise satisfy any claimclaims, action liabilities or proceeding obligations (including any suitabsolute, actionaccrued, claimasserted or unasserted, proceeding contingent or investigation relating to this Agreement or the transactions contemplated herebyotherwise), other than waiversthe payment, releasesdischarge, assignments, settlements settlement or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not satisfaction in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business and in amounts consistent with past practice; (xviviii) make capital expenditures pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of connection with any litigation or settlement thereof where the amounts paid or payable by the Company do not exceed $100,000 (50,000 individually for any project (or set of related projects) or $250,000 in the aggregate; (ix) make or rescind any Tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of the Company or its Subsidiaries, settle or compromise any material income tax liability or, except as required by applicable Law, materially change any method of accounting for Tax purposes or prepare or file any Return in a manner inconsistent with past practice; (x) make any material changes in its accounting method, except (A) as required by changes in GAAP (or any binding interpretation thereof) or Regulation S-X of the SEC, in each case as required by the Company’s independent public accountants, (B) as may be required by a change in applicable Law, (C) as disclosed in the Company SEC Documents filed prior to the date hereof or (D) as lawfully required by a Governmental Entity (including the FASB or other similar organization); (xviixi) adopt a plan of complete incur, assume or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization guarantee any indebtedness for borrowed money or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding “keep well” or other agreement to maintain any financial condition of another person or enter into any arrangement with respect to having the voting economic effect of equity securities any of the Company; foregoing (xxi) take including any action that would reasonably be expected to significantly delay capital leases, “synthetic” leases or impair the obtaining of any consents conditional sale or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter intoother title retention agreements), amend, waive or terminate (other than terminations in accordance with their terms(A) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practicepractice (including, without limitation, pursuant to the Company Credit Facility or other similar facility in lieu thereof), (B) borrowings made to finance capital expenditures and other acquisitions permitted pursuant to clause (vi) above, (C) borrowings permitted to be incurred hereunder, (D) borrowings set forth in Section 4.01(xi) of the Company Disclosure Letter and (E) other borrowings in an aggregate amount not to exceed $100,000; (xxiiixii) make enter into any new distribution agreement or license agreement involving aggregate payments by the Company in excess of $500,000; provided, however, that if Parent shall not deliver to the Company its objection in writing within 48 hours of Parent’s receipt of notice that the Company intends to take an action that would otherwise be prohibited by this subclause (xii) (including a copy of the proposed agreement or transfer a summary description identifying the counterparty and disclosing the material terms thereof), then Parent shall have been deemed to have granted the Company its written consent with respect to such action; (xiii) amend or modify in any assets to material respect any affiliatesagreement set forth on Section 4.01(xiii) of the Company Disclosure Letter; (xiv) amend or modify the Portside Warrant or the Company Convertible Note; or (xxivxv) authorize authorize, permit, or commit or agree to do take, any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule 9.2, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, practice and/or the Company Business Plan (as applicable) and (ii) comply in all material respects with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a9.2(a) and except as contemplated by the terms of this Agreement, the Ancillary Documents, the Company Business Plan or as set forth on Schedule 9.2, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and each shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its or any of the Target Companies’ Organizational DocumentsDocuments or form or cause to be formed any new Subsidiary; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities, or permit the cashless conversion or exercise of any of its securities and any other equity-based awards; provided that the Company shall be permitted to (a) issue equity securities pursuant to the Funding Commitment Letter, (b) commit to grant 2,200,000 Pubco Options in accordance with the contemplated terms of and pursuant to the Pubco Equity Plan and subject to receipt of any approvals required under Applicable Law and (c) commit to grant up to 333,333 Pubco Options in any month in accordance with the contemplated terms of and pursuant to the Pubco Equity Plan and subject to receipt of any approvals required under Applicable Law, which grants shall be made subject to the Second Closing having occurred; provided, that any individual commitment to grant in excess of 50,000 Pubco Options shall be subject to the prior written approval of the Purchaser (such approval not to be unreasonably withheld, conditioned or delayed); and, provided, further, that in respect of any conditional grant in respect of (b) and (c), in the event that the Second Closing does not occur, the Company may grant Company Fallback Options in such numbers and on such terms as it shall determine; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securitiessecurities other than pursuant to the terms of the Funding Commitment Letter and to effect the Norway Demerger; (iv) (A) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (individually or $250,000 in the aggregate)aggregate other than pursuant to the terms of the Funding Commitment Letter, (B) make a loan or advance to or investment in any third partyPerson in excess of $100,000 individually or $250,000 in the aggregate (other than advancement of expenses to employees in the ordinary course of business consistent with past practice), or (C) guarantee or endorse any Indebtedness, Liability Indebtedness or obligation of any Person, in any such case in excess of $100,000 individually or $250,000 in the aggregate; (vA) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees and other than executive officers, increase the wages, salaries or compensation of any of such employees service providers other than in the ordinary course of business, business and consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or B) make or commit to make any bonus payment (whether in cash, property or securities) to any employeeemployee or other service provider which exceed $100,000, (C) grant any severance, retention, change in control or termination or similar pay, other than as provided for in any written agreements, in the ordinary course of business, consistent with past practice or as required by applicable Law, (D) establish any trust or take any other action to secure the payment of any compensation payable by the Company, or (E) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, or pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practicePlan; (vi) make transfer, pledge or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or exclusively license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Material Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viiivii) terminatemodify, terminate or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business Contract, or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lessContract; (ixviii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xiix) limit the right of the Company or any of the Target Companies to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or grant any exclusive or similar rights to any Person; (x) amend in a manner detrimental to the Company or any of the Target Companies, terminate, cancel, surrender, permit to lapse or fail to renew or use reasonable best efforts to maintain any authorization from a Governmental Authority or Permit required for the conduct of the business of the Company or any of the Target Companies or otherwise fail to use commercially reasonable best efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage maintain and preserve its relationships with respect to its assetsany Governmental Authority, operations customers, suppliers, contractors and activities in such amount and scope of coverage as are currently in effectother Persons with which it has material business relations; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvxi) acquire, including by merger, amalgamation, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets assets, in each case outside the ordinary course of business consistent with past practice; (xvixii) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xviixiii) adopt a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, recapitalization or other reorganizationreorganization (except to the extent permitted by clause (xii) above); (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxxiv) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxixv) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxiixvi) acquire any ownership interest in any real property; (xvii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice, as reasonably necessary to conduct the business and on arms-length terms); (xxiiixviii) waive, release, settle, compromise or otherwise resolve any investigation, claim, Action, litigation or other legal proceedings, other than such actions which result in the Company being obligated to pay monetary damages in an amount less than $100,000; (xix) make or rescind any payments material election relating to Taxes (other than elections made in the ordinary course of business), settle any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or transfer controversy relating to Taxes, file any assets material amended Tax Return or claim for refund in a manner inconsistent with past practice (including surrendering any right to a refund), or make any affiliatesmaterial change in its accounting or Tax policies or procedures; or (xxivxx) authorize or agree to do any of the foregoing actions. (c) Each of Purchaser, Pubco and the Merger Subs acknowledges and agrees that (i) nothing contained in this Agreement shall give any such Person, directly or indirectly, the right to control or direct the Company’s or the Target Companies’ operations during the Interim Period, (ii) during the Interim Period, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over it and its subsidiaries’ operations; and (iii) the Company Business Plan shall be understood in the context of the Company being in an initial development phase and that the Company Business Plan is meant for high-level guidance only, and the Company shall be deemed to conduct its operations in accordance with the Company Business Plan to the extent that it conducts its business with the good faith aim of increasing the value of its business and in a manner generally consistent with the Company Business Plan.

Conduct of Business of the Company. Except (ai) Unless as required by applicable Law, (ii) as expressly contemplated or permitted by this Agreement, (iii) as set forth in Section 5.1 of the Purchaser and Company Disclosure Schedule, or (iv) with the prior written consent of Parent (which consent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned conditioned, or delayed), during the period from the date of this Agreement and continuing until hereof to the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Effective Time, except as expressly contemplated by this Agreement the Company shallwill, and shall will cause the Target Companies each of its Subsidiaries to, (i) conduct their respective businesses, in all material respects, its operations in the ordinary and usual course of business consistent with past practicepractice and, (ii) comply with all Laws applicable to the Target Companies extent consistent therewith, with no less diligence and their respective businesseseffort than would be applied in the absence of this Agreement, assets and employees, and (iii) take all reasonable measures necessary or appropriate seek to preserve intactintact its current business organizations, seek to keep available the service of its current officers and employees and seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing business shall be unimpaired at the Effective Time, in all cases above in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) . Without limiting the generality of Section 6.2(athe foregoing, except (i) and except as required by applicable Law, (ii) as expressly contemplated or permitted by the terms of this Agreement, or (iii) as set forth in Section 5.1 of the Company Disclosure Schedule, during the Interim Period, without period from the prior written consent of date hereof to the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed)Effective Time, the Company shall not, and shall cause not permit any of its Subsidiaries to, without the Target Companies to not:prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), (ia) amend, waive amend its memorandum and articles of association or otherwise change, in any respect, its Organizational Documentsother similar governing documents; (iib) authorize for issuance, issue, grantsell, pledge, dispose of, transfer, deliver or agree or commit to issue, sell, pledge, dispose of, transfer or deliver (whether through the issuance or granting of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions subscriptions, rights to purchase or rights of otherwise) any kind to acquire share capital or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any share capital or any equity equivalents (including, without limitation, any stock options or stock appreciation rights), except for the issuance of its shares Shares as required to be issued upon exercise or other equity securities or securities settlement of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiesCompany Options outstanding on the date of this Agreement; (iiic) (i) split, combine, recapitalize subdivide or reclassify any of its shares or other equity interests or issue any other securities in respect thereof share capital; (ii) declare, set aside or pay or set aside any dividend or other distribution (whether in cash, equity stock or property or any combination thereof) in respect of its equity interestsshare capital; (iii) enter into any agreement with respect to the voting of its share capital, (iv) make any other actual, constructive or directly deemed distribution in respect of any of its share capital or indirectly otherwise make any payments to stockholders in their capacity as such; or (v) redeem, purchase repurchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay share capital or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation share capital of any of its executive officersSubsidiaries, or, except (A) the withholding of Company's securities to satisfy Tax obligations with respect to Company Options or (B) the acquisition by the Company of its securities in connection with the case forfeiture of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practiceOptions; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xviid) adopt a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of the Company or any of its Subsidiaries (other than the Merger); (xviiie) voluntarily incur alter through merger, liquidation, reorganization or restructuring, in any Liability material way, the corporate structure or obligation ownership of any of its Subsidiaries; (f) declare, set aside, make or pay any dividend or other distribution, payable in cash, share, property or otherwise, with respect to any of its share capital, except for dividends paid by any of the Company's direct or indirect Subsidiaries to the Company or any of its other Subsidiaries; (g) (i) incur, modify or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit in the ordinary and usual course of business consistent with past practice and in amounts not material to the Company and its Subsidiaries taken as a whole; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether absolutedirectly, accrued, contingent contingently or otherwise) for the obligations of any other Person, except in the ordinary and usual course of business consistent with past practice and in amounts not material to the Company and its wholly owned Subsidiaries taken as a whole and except for guarantees of obligations of wholly owned Subsidiaries of the Company; (iii) make any loans, advances or capital contributions to, or investments in, any other Person in excess of $100,000 individually or $250,000 US$1,000,000 in the aggregate (other than pursuant to wholly owned Subsidiaries of the terms Company); or (iv) mortgage or pledge any of a Company Material Contract its material assets, tangible or Company Benefit Planintangible, or create or suffer to exist any Lien thereupon other than Permitted Liens; (xixh) sell, lease, license, transfer, exchange except as required pursuant to existing plans or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided carried out in the ordinary course of business consistent with past practicepractice or as specifically provided in this Agreement, enter into, adopt, amend, extend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, labor, collective bargaining, employment, severance or other employee benefit agreement, trust, plan, fund, award or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or (except as required under agreements existing on the date hereof) increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); (xxiiii) acquire, sell, lease or dispose of any asset outside the ordinary and usual course of business consistent with past practice which, in the aggregate, exceeds US$1,000,000; (j) authorize any new capital expenditure or expenditures that are not budgeted in the Company's current plan approved by the Company Board that was made available to Parent which, in the aggregate, is in excess of US$1,000,000, other than expenditures necessary to maintain existing assets in good repair, consistent with past practice; (k) make any payments material changes with respect to accounting policies or transfer procedures materially affecting the reported consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, except as required by changes in applicable generally accepted accounting principles or Law; (l) make, change or revoke any assets material Tax election, amend any Tax Return (except as required by applicable Law) other than ministerial or other immaterial changes, enter into any material closing agreement with respect to Taxes, settle or compromise any material Tax liability, surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes, or materially change (or make a request to any affiliatestaxing authority to materially change) any aspect of its method of accounting for Tax purposes; (m) settle any Proceeding, other than settlements (A) in the ordinary course of business and consistent with past practice, (B) requiring the Company and its Subsidiaries to pay monetary damages not exceeding (x) US$250,000, for any individual Proceeding and (y) US$1,000,000 in the aggregate, and (C) not involving the admission of any wrongdoing by the Company or any of its Subsidiaries; (n) waive any material benefits of, or agree to materially modify in any manner, any confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party; (i) cancel, materially modify, terminate or grant a waiver of any material rights under any Material Contract (except for any modification or amendment that is beneficial to the Company), (ii) enter into a new Contract that (A) would be a Material Contract if in existence as of the date of this Agreement or (B) contains, unless required by applicable Law, a change of control provision in favor of the other party or parties thereto or would otherwise require a payment to or give rise to any rights to such other party or parties in connection with the transactions contemplated hereby, or (iii) waive, release, cancel, convey or otherwise assign any material rights or claims under any such Material Contract or new Contract; (p) pay, discharge or satisfy any material claims, liabilities or obligations in excess of US$1,000,000, other than the payment, discharge or satisfaction in the ordinary and usual course of business consistent with past practice of liabilities reflected or reserved against the Company's consolidated balance sheet as of December 31, 2011 (or the notes thereto) as included in the Company SEC Reports, or incurred subsequent to such date in the ordinary and usual course of business consistent with past practice; (q) enter into any new line of business, other than in the ordinary course of business if such new line of business is related to, and a reasonable expansion of, the Company's or its Subsidiaries' businesses that are conducted as of the date of this Agreement; (r) grant any Lien in any of its or any of the Subsidiaries' assets (except Permitted Liens); (s) create any new Subsidiary; (t) fail to make in a timely manner any filings with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder; or (xxivu) authorize agree, authorize, commit, or agree enter into any formal agreement to do any of the foregoing actionsforegoing.

Conduct of Business of the Company. (a) Unless Without limiting the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)generality of Section 4.1, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, except as set forth in accordance with Section 9.1 or 4.2 of the Closing (the “Interim Period”)Company Disclosure Schedules, except as expressly contemplated by this Agreement or except as required by applicable Laws, the Company shallshall not take, and shall cause or permit any action prohibited by the Target Companies toterms of the Intercompany Agreement or any of the following, (i) conduct their respective businessesor allow, cause or permit any of its Subsidiaries to take, cause or permit any action prohibited by the terms of the Intercompany Agreement or any of the following, in all each case, without the prior written consent of NWC, which consent shall not be unreasonably withheld or delayed: (a) Enter into, renew or amend any material respectsreal property lease or material operating lease for personal property; (b) Make any material Tax election, change any material method of Tax accounting or settle or compromise any material Tax liability of the Company or any of its Subsidiaries, and, in any event, the Company shall consult with NWC before filing or causing to be filed any material Tax return of the Company or any of its Subsidiaries, except to the extent such Tax return is filed in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable and before executing or causing to be executed any agreement or waiver extending the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary period for assessment or appropriate to preserve intact, in all collection of any material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent Taxes of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned Company or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, of its Organizational DocumentsSubsidiaries; (iic) authorize for issuanceExcept as may be required as a result of a change in Law, issueGAAP or SAP, grantmake any change to the financial accounting principles or practices used by it, sellor to its credit practices or its methods of maintaining its books, pledgeaccounts or business records; (d) Except as may be required Law, dispose of GAAP or propose to issueSAP, grant, sell, pledge or dispose of revalue in any material respect any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securitiesassets, including any securities convertible into writing off notes or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees accounts receivable other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent ; (5%), or make or commit to make any bonus payment (whether in cash, property or securitiese) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or Except in the ordinary course of business consistent with past practice, terminate, amend or modify (in any material respect), or waive any material provision of, any material Contract; (vif) make or rescind any material election relating to TaxesExcept for general agent agreements, settle any claimmarketing allowance agreements, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not master distribution agreements and registered representative agreements entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice, enter into any agreement containing any provision or covenant limiting in any material respect the ability of the Company or any of its Subsidiaries to (i) sell any products or services of or to any other Person, (ii) engage in any line of business, or (iii) compete with or obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries, in each case, in any geographic area or during any period of time; (xg) establish any Subsidiary or enter into Engage in the conduct of any new line of business or discontinue any existing line of business; (xih) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take Take any action that would is intended or may reasonably be expected to significantly delay result in any of its representations and warranties set forth in this Agreement being or impair becoming untrue, or in any of the obtaining conditions to the Merger set forth in Article VI not being satisfied, or in a violation of any consents or approvals provision of any Governmental Authority to be obtained in connection with this Agreement; (xxiii) enter into(i) Pay, amend, waive declare or terminate (establish a record date for any dividend or make any other distribution other than terminations in accordance with their termsthe Company’s past practice of declaring and paying quarterly dividends on Class A Common Stock only, and not to exceed the per share amount of the last quarterly dividend paid on Class A Common Stock in the amount of $0.29 per share or (ii) redeem, purchase or otherwise acquire any transaction with of its securities or any Related Person securities of its Subsidiaries; (j) (i) Grant any increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any current or former director of the Company or any of its Subsidiaries; (ii) other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice), grant any increase in the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any officer, employee or consultant of the Company or any of its Subsidiaries; (iii) other than as required under applicable Law, adopt, enter into or amend any Company Benefit Plan; (iv) other than in the ordinary course of business consistent with past practice or as required under applicable Law, increase, reprice or accelerate the payment or vesting of the amounts, benefits or rights payable or accrued or to become payable or accrued under any Company Benefit Plan; (v) other than in the ordinary course of business consistent with past practice or as required under applicable Law, enter into or amend any severance, termination or bonus agreement or grant any severance, termination pay or bonus to any officer, director, consultant or employee of the Company or any of its Subsidiaries; (vi) other than as required under applicable Law, enter into or amend any employment, change in control, retention or any similar agreement or any collective bargaining agreement, or grant any retention pay to any officer, director, consultant or employee of the Company or any of its Subsidiaries; (vii) other than as required by any outstanding Company Benefit Plan, pay or, except with respect to new employees or directors, award any pension or retirement allowance; or (viii) except as provided in Section 1.7, grant, issue, accelerate, amend or change the period for the exercise of, or vesting of, any Company Option or Restricted Share or any other right to acquire Company Common Stock or other equity or voting securities of the Company or otherwise authorize cash payments in exchange for any of the foregoing; provided that the Company may amend or modify any Company Benefit Plan to avoid the possible imposition of taxes or penalties under Section 409A of the Code so long as such amendment or modification does not increase the cost to the Company under the applicable Company Benefit Plan; (xxiiik) make other than in the ordinary course of business consistent with past practice, settle any payments litigation or transfer any assets to any affiliatesother proceedings before a Governmental Entity for an amount in excess of $1,000,000; or (xxivl) authorize Take, authorize, or agree in writing or otherwise to do take or authorize, any of the foregoing actionsactions prohibited in Sections 4.2(a) through (k).

Conduct of Business of the Company. (a) Unless Between the Purchaser date of this Agreement and the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as required by Law, or as Parent shall otherwise consent in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies each of its Subsidiaries to, (i) conduct their respective businesses, its business in all material respects, respects in the ordinary course of business consistent with past practice, (ii) comply with and the Company shall and shall cause its Subsidiaries to use commercially reasonable efforts to preserve intact in all Laws applicable to the Target Companies and material respects their respective businessesbusiness, assets and employeestechnology, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managersofficers and employees, directors, officers, employees maintain in effect all of their material Permits and consultants, to maintain, in all material respects, preserve their existing relationships and goodwill with those Persons having significant business relationships with all Top Customers the Company or any of its Subsidiaries. In addition to and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without without limiting the generality of Section 6.2(a) the foregoing, between the date of this Agreement and the Effective Time, except as expressly contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent as set forth in Section 5.1 of the Purchaser and the Company Disclosure Letter, as required by Law, or as Parent shall otherwise consent in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to noteach of its Subsidiaries not to: (ia) amend, waive amend or otherwise change, in change its certificate of incorporation or bylaws or any respect, its Organizational Documentssimilar governing instruments; (iib) authorize for issuance, issue, grantdeliver, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of encumber any of its equity securities capital stock, ownership interests or other securities, or any options, warrants, commitments, subscriptions convertible securities or other rights of any kind to acquire or sell any of its equity securitiescapital stock, ownership interests or other securities, including any securities convertible into except for (i) the issuance of Shares upon the exercise of Company Stock Options or exchangeable for any Company Warrants outstanding on the date hereof in accordance with the terms thereof, (ii) the issuance of its shares or other equity securities or securities Shares upon the settlement of any class and any other equity-based awardsRSUs outstanding on the date hereof in accordance with the terms thereof, or engage in any hedging transaction with (iii) the issuance of shares by a third Person with respect wholly owned Subsidiary of the Company to such securitiesthe Company or another wholly owned Subsidiary of the Company; (iiic) splitdeclare, combineset aside, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof make or pay or set aside any dividend or other distribution (whether distribution, payable in cash, equity or stock, property or otherwise, with respect to any combination thereof) in respect of its equity interestscapital stock, except for any dividend or directly distribution by a wholly owned Subsidiary of the Company to the Company or indirectly another wholly owned Subsidiary of the Company; (d) reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any shares of capital stock of the Company, other than the acquisition of Shares in connection with a cashless or offer net exercise of Company Stock Options outstanding on the date hereof or in order to acquire pay Taxes in connection with the vesting or exercise of any of its securitiesother equity awards (including Company Stock Options and RSUs) outstanding on the date hereof; (ive) incur(i) acquire (whether by merger, create, assume, prepay consolidation or otherwise become liable for any Indebtedness (directly, contingently acquisition of stock or assets or otherwise)) any corporation, outside partnership or other business organization or division thereof or any assets, other than purchases of inventory in the ordinary course of businessbusiness or pursuant to existing Contracts; or (ii) sell or otherwise dispose of (whether by merger, in excess consolidation or acquisition of $100,000 (individually stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets, other than sales or dispositions of inventory in the aggregate), make a loan ordinary course of business or advance pursuant to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Personexisting Contracts; (vf) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, (i) enter into or amend in any material respect any Material Contract or any Contract which if entered into prior to the date hereof would be a Material Contract, or (ii) terminate, or fail to exercise an expiring renewal option or grant a waiver of a material provision under, any Material Contract; provided, however if the Company takes any of the actions set forth in (i) or (ii) in the ordinary course of business, it will provide prompt notice to Parent; (g) make any capital expenditures, individually or in the aggregate, in excess of $50,000; (h) (i) incur, refinance, assume, guarantee or otherwise become liable for any Indebtedness, or amend or modify in any material respect or prepay or refinance any Indebtedness, (ii) make any loans, advances (other than travel advances to employees in the ordinary course of business) or capital contributions to, or investments in, any other Person, other than the Company or any direct or indirect wholly-owned Subsidiary of the Company, or (iii) amend, supplement, modify, cancel, release or assign any material Indebtedness of any Person owed to the Company or any of its Subsidiaries; (i) except as expressly required by any Company Plan or Contract in existence on the date hereof and made available to the Company, or applicable Law, (i) increase the salary, bonus or other compensation or fringe benefits of, or grant any type of compensation or benefits not previously provided to, any director, officer, employee or independent contractor of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice, and (ii) grant or pay any severance, change in control, retention or termination pay, or modifications thereto or increases therein, to any director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (iii) enter into any employment, consulting, change of control or severance agreement or arrangement with any of its present or former directors, officers, employees or independent contractors, (iv) enter into any collective bargaining agreement, neutrality agreement or other labor agreement with any labor organization or (v) establish, adopt, enter into or amend in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend material respect or terminate any Company Benefit Plan withPlan; (j) make any material change in any accounting principles, for except as may be required by Law or in respect of GAAP or any current consultant, officer, manager director or employee, in each case official interpretations thereof; (k) other than in the ordinary course of business or as required by applicable Law, (i) make any material Tax election, (ii) enter into any settlement or compromise of any material Tax liability, (iii) amend any Tax Return with respect to any material Tax, (iv) change any annual Tax accounting period, (v) enter into any closing agreement relating to any material Tax, or (vi) surrender any right to claim a material Tax refund; (l) adopt, publicly propose or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, or file or consent to the filing of a petition in bankruptcy under any provisions of applicable Law; (m) grant or suffer to exist any Liens on any properties or assets, tangible or intangible, of the Company or any of its Subsidiaries, other than Permitted Liens; (n) sell, lease, license, transfer, mortgage, encumber or otherwise dispose of any Subsidiary or any material assets, securities, or property except (A) as required pursuant to Contracts existing as of the date hereof and in accordance with their terms of any Company Benefit Plans or (B) in the ordinary course of business consistent with past practice; (vio) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit Action against the Company or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IPits Subsidiaries, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside than settlements of the ordinary course of business or enter into any Contract Actions (A) involving amounts reasonably expected to where the amount paid by the Company or any of its Subsidiaries in settlement does not exceed $100,000 per year 50,000 individually or $250,000 in the aggregate, (B) that would be a do not impose any material restriction on the business of the Company Material Contract or any of its Subsidiaries, (C) with that provide for a term longer than one year complete release of the Company and its Subsidiaries for all claims and (D) that cando not be terminated without payment involve the admission of a material penalty and upon notice wrongdoing by the Company or any of sixty (60) days or lessits Subsidiaries; (ixp) fail to maintain waive, release or assign any material rights or material claims or make any material payment, directly or indirectly, of any liability of the Company or any of its booksSubsidiaries before the same comes due in accordance with its terms, accounts and records in all material respects other than in the ordinary course of business consistent with past practice; (xq) establish sell, transfer or license or sublicense any rights in any intellectual property owned by or licensed to the Company or any Subsidiary of the Company or, with respect to any Company Owned IP or any patent or pending patent application included in Company In-Licensed Patents that the Company prosecutes or maintains or has the authority to prosecute or maintain, allow or otherwise permit any such intellectual property to become abandoned or otherwise fail to maintain any such intellectual property; (r) (i) acquire any fee interest in real property or (ii) amend, modify or terminate any Real Property Lease or enter into any new lease for any real property; (s) change in any material respect the policies or practices regarding accounts receivable or accounts payable or cash management or fail to manage working capital in accordance with past practices; (t) create any Subsidiary of the Company or any of its Subsidiaries; (u) enter into any new line of business, or form or commence the operations of any joint venture; (xiv) fail amend in a manner that adversely impacts in any material respect the ability to use commercially reasonable efforts conduct its business, terminate or allow to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope lapse any material Permits of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company FinancialsSubsidiaries; (xivw) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make , materially reduce the amount of insurance coverage or fail to renew any payments or transfer any assets to any affiliatesmaterial existing insurance policies without replacing such policy with substantially comparable coverage; or (xxivx) authorize or agree commit to do take any of the foregoing actionsactions described in the preceding paragraphs (a) through (w). For avoidance of doubt, nothing in this Section 5.1 is intended to or shall result in the transfer of beneficial ownership of the Company to Parent prior to the Offer Acceptance Time.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or as set forth on Schedule 5.1, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies Company and their respective its businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.1(a) and except as contemplated by the terms of this AgreementAgreement or as set forth on Schedule 5.1, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Governing Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 50,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course Ordinary Course of businessBusiness, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company Owned IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 50,000 per year or $250,000 150,000 in the aggregate, (B) that would be a Company Material material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xix) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiiixi) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 50,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financialsfinancial statements of the Company; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xvxii) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvixiii) make capital expenditures in excess of $100,000 50,000 (individually for any project (or set of related projects) or $250,000 150,000 in the aggregate); (xviixiv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviiixv) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 50,000 individually or $250,000 150,000 in the aggregate other than pursuant to the terms of a Company Material material Contract or Company Benefit Plan; (xixxvi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxxvii) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxiixviii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course Ordinary Course of business Business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxix) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless From and after the Purchaser date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Parent shall otherwise consent Company Disclosure Schedules, to reasonably comply with any applicable Pandemic Measures or as expressly consented to in writing by DYNS (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), (i) operate the Business in the ordinary course and, where applicable, consistent with past practice, in all material respects, and (ii) use commercially reasonable efforts to maintain and preserve intact the business organization, assets, properties and material business relations of the Company and its Subsidiaries; provided that in no event shall the Company’s and its Subsidiaries’ compliance with Section 5.1(b) constitute a breach of this Section 5.1(a); and provided further, that any action taken, or omitted to be taken, by the Company or any of its Subsidiaries, or by the Company Board or the board of directors of any Subsidiary, to the extent such act or omission is reasonably determined by the Company, its Subsidiary the Company Board or the board of directors of the relevant Subsidiary to be reasonably necessary or advisable to comply with any Pandemic Measures, shall in no event be deemed to constitute a breach of Section 5.1 (provided, however, (1) that the Company shall give DYNS prior written notice of any such act or omission to the extent reasonably practicable and, in the event that it is not reasonably practicable for the Company to give the prior written notice described in this clause (1), the Company shall instead give such written notice to DYNS promptly after such act or omission, and (2) in no event shall any act or omission be deemed in accordance with this sentence to not constitute a breach of Section 5.1 if the act or omission is of the type described in Section 5.1(b) (i), (ii), (iv), (v), (vii), (ix), (x) (solely relating to the Company’s directors and officers), (xii), (xiv) , (xv), (xviii) and (xxi). (b) Without limiting the generality of the foregoing, during the Interim Period, the Company shall, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(b) of the Company Disclosure Schedules or as expressly consented to in writing by DYNS (such consent consent, other than in the case of Section 5.1(b)(i) or Section 5.1(b)(xxi), or Section 5.1(b)(xxii) to the extent that it relates to those Sections, not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shallnot do, and shall cause its Subsidiaries not to do, any of the Target Companies to, following: (i) conduct their respective businessesdeclare, set a record date for, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any of its issued and outstanding Equity Securities, or repurchase, cancel, redeem, facilitate a capital reduction in respect of or otherwise acquire any of its issued and outstanding Equity Securities or any securities convertible into (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable for its Equity Securities, or offer to do any of these things; (ii) (A) merge, consolidate, combine or amalgamate with any Person, or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Securities in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, limited liability company, joint venture, association or other business entity or organization or division thereof; (iii) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any of its Equity Securities or issue any other security in respect of, in all lieu of or in substitution for its Equity Securities; (iv) adopt or propose that its stockholders approve or adopt any amendments, supplements, restatements or modifications to its Governing Documents; (v) (A) sell, assign, transfer, convey, abandon, lease, license, allow to lapse or expire or otherwise dispose of any material respectsassets or properties (including the Leased Real Property but excluding Intellectual Property Rights), other than obsolete assets or properties or in the ordinary course of business business, or (B) create, subject to or incur any Lien (other than a Permitted Lien) in respect of any material assets or properties (including the Leased Real Property but excluding Intellectual Property Rights); (vi) other than grants to current and new employees, officers and directors pursuant to the Company Equity Plan in the ordinary course and consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuancetransfer, issue, grantdeliver, sell, pledge, grant or otherwise directly or indirectly dispose of of, or propose subject to issuea Lien, grant, sell, pledge or dispose of (A) any of its equity securities Equity Securities or the Equity Securities of any Subsidiary, as applicable, or (B) any options, warrants, commitments, subscriptions or rights of any kind conversion or other rights, agreements, arrangements or commitments obligating it to acquire transfer, issue, deliver, sell, pledge, grant or sell otherwise directly or indirectly dispose of, or subject to a Lien, any of its equity securities, Equity Securities or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities the Equity Securities of any class and any other equity-based awardsSubsidiary, or engage in any hedging transaction with a third Person with respect to such securitiesas applicable; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (ivvii) incur, create, assume, prepay assume or otherwise become liable for any Indebtedness (whether directly, contingently or otherwise), outside or guarantee for the benefit of another Person, any Indebtedness in excess of $500,000 (other than equipment financing and trade payables incurred in the ordinary course of businessBusiness), in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (vviii) increase enter into, amend, modify, waive any material benefit or right under, novate, assign, assume or terminate or rescind any Material Contract (excluding, for the wagesavoidance of doubt, salaries any expiration or compensation automatic extension or renewal of any such Material Contract pursuant to its terms, or entering into additional work orders pursuant to, and in accordance with the terms of, any Material Contract); (ix) make any loans, advances or capital contributions of its executive officersmoney or other property to, oror guarantees for the benefit of, or any investments in, any Person in excess of $250,000, individually or in the case aggregate, other than (A) the reimbursement of expenses of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, and (B) prepayments and deposits paid to suppliers of the Company and its Subsidiaries in the ordinary course of business; (x) except as required under the terms of any Employee Benefit Plan, (A) amend or modify in any material respect, adopt, enter into, materially alter the prior interpretation of, waive any material benefit or right under or terminate or rescind any Employee Benefit Plan or any benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan if in effect as of the date of this Agreement, (B) increase or agree to increase the compensation, bonus or other benefits payable, or pay or agree to pay any bonus to, any current or former Key Employee or Contingent Worker, other than, in each case, individual annual and merit-based raises of up to three percent (3%) in the salary or wages of any such Key Employee or Contingent Worker and bonus payments made in the ordinary course of business and consistent with past practice, and as applicable, (C) take any action to accelerate any payment, right to payment or benefit, or the vesting or funding of any payment, right to payment or benefit, payable or to become payable to any current or former Key Employee or Contingent Worker, (D) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former Key Employee, (E) pay or agree to pay any severance or change in control pay or benefits, or otherwise increase the severance or change in control pay or benefits of, any event not in current or former executive director, manager, officer or employee, or (F) hire or terminate (other than for cause) or furlough the aggregate employment of any Key Employee (or person who would be a Key Employee, were they hired by more than five percent (5%the Company or any of its Subsidiaries), or make or commit to make terminate any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits group of employees generally, or if such group termination would trigger the WARN Act; (xi) enter into, establishassume, materially assign, amend any material term of or terminate (excluding any Company Benefit Plan withexpiration in accordance with its terms) any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which it is a party or by which it is bound, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vixii) make make, change or rescind revoke any material Tax election relating or material Tax accounting method, file any material Tax Return in a manner inconsistent with past practice, amend any material Tax Return, enter into any agreement with a Governmental Entity with respect to a material amount of Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit claim or controversy relating to assessment by a Governmental Entity in respect of any material amount of Taxes, file surrender any amended Tax Return right to claim a refund of a material amount of Taxes, consent to any extension or claim for refund, or make waiver of the statutory period of limitation applicable to any material change in its accounting Tax claim or assessment or enter into any Tax policies sharing or procedures, in each case except as required by applicable Law or in compliance with GAAP; similar agreement (vii) transfer or license to other than any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not agreement entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of in the ordinary course of business business, the primary purpose of which does not relate to Taxes); (xiii) waive, release, compromise, settle or enter into satisfy any pending or threatened claim or compromise or settle any Liability, whether by Contract or otherwise, the performance of which would, at any time (A) involving amounts reasonably expected to exceed $100,000 per year or involve the payment of more than $250,000 in the aggregate, (B) that would be a Company Material Contract impose any material, non-monetary obligations on it (or DYNS or any of its Affiliates after the Closing), (C) with require it to accept or concede material injunctive relief or (D) involve a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days Governmental Entity or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financialsalleged criminal wrongdoing; (xiv) close authorize, recommend, propose or materially reduce its activitiesannounce an intention to adopt, or effect any layoff or other personnel reduction or changeotherwise effect, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization recapitalization, reorganization or similar transaction; (xv) change the Company’s accounting principles, policies, procedures, practices or methods in any material respect, or make any change which would materially affect the reported consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, other than changes that are made in accordance with GAAP or PCAOB standards; (xvi) enter into any Contract with any broker, finder, investment banker or other reorganizationPerson under which such Person is or will be entitled to any brokerage fee, finder’s fee or other commission in connection with the transactions contemplated by this Agreement; (xvii) enter into any Contract or other arrangement that materially restricts its or its Affiliates’ ability to engage or compete in any material line of business or enter into a new material line of business; (xviii) voluntarily incur make any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 capital expenditure that in the aggregate exceeds $1,000,000, other than pursuant to any capital expenditure (or series of related capital expenditures) consistent with the terms capital expenditures budget set forth in Section 5.1(b)(xviii) of a the Company Material Contract or Company Benefit PlanDisclosure Schedules; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any voluntarily fail to maintain in full force and effect material portion of insurance policies covering it and its Affiliates and their respective properties, assets or rightsand businesses in a form and amount consistent with past practice; (xx) enter into any agreementtransaction or amend in any material respect any existing Contract with any Company Related Party excluding, understanding or arrangement with respect to the voting extent permitted under Section 5.1(b)(x), ordinary course payments of equity securities annual compensation, provision of the Companybenefits or reimbursement of expenses; (xxi) take make any action Change of Control Payment that would reasonably be expected to significantly delay or impair is not set forth on Section 3.2(d) of the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this AgreementCompany Disclosure Schedules; (xxii) enter intosell, amendassign, waive transfer, convey, abandon, lease, license, allow to lapse or terminate expire, or otherwise dispose of, fail to take any action necessary to maintain, enforce or protect, or create or incur any Lien (other than terminations Permitted Liens) on, any Intellectual Property Rights, except granting non-exclusive licenses pursuant to clinical trial agreements or supply agreements in accordance with their terms) which clinical trials or supply services are being performed for the Company or any transaction with any Related Person (other than compensation and benefits and advancement of expensesits Subsidiaries, in each case, provided that are entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice);and where the grant of rights to use any Intellectual Property Rights are incidental, and not material to, any performance under each such agreement; or (xxiii) make enter into any payments Contract to take or transfer any assets cause to any affiliates; or (xxiv) authorize be taken, or agree otherwise become obligated to do take or cause to be taken, any of the foregoing actionsactions set forth in this Section 5.1. Notwithstanding anything in this Section 5.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give DYNS, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, the Company shall, and shall cause the Target Companies its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a5.2(a) and except as contemplated by the terms of this AgreementAgreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiessecurities except for (x) the issuance of Company Options in connection with employee compensation in the ordinary course of business consistent with past practice, and (y) other issuances of Company equity securities or Company Convertible Securities which are expressly provided for in this Agreement; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, ) in excess of $100,000 (200,000 individually or $500,000 in the aggregate), make a loan or advance to or investment in any third partyparty (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any PersonPerson in excess of $200,000 individually or $500,000 in the aggregate; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the material Company Registered IP, Company Licensed IP or other Company IPIP Licenses (excluding non-exclusive licenses of Company IP to Target Company customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) consistent with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or lesspast practice; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary other than in the ordinary course of business as currently conducted or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are substantially similar to that which is currently in effect; (xii) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the a Target Company or its Affiliates) not in excess of $100,000 200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 200,000 (individually for any project (or set of related projects) or $250,000 500,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization other than as provided in this Agreement; (xviii) enter into any agreement or understanding, including any informal agreement, which could result in the payment of a transaction bonus to any person whether prior to or subsequent to the Closing. (xix) Other than with respect to the Investor Notes, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 200,000 individually or $250,000 500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit PlanContract; (xixxx) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xxxxi) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxixxii) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals Consents of any Governmental Authority to be obtained in connection with this Agreement, including, but not limited to the Key Environmental Permits; (xxiixxiii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxiv) incur any Indebtedness unless such Indebtedness is convertible into Company Common Stock pursuant to the Recapitalization on terms reasonably acceptable to the Purchaser. (xxv) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxxvi) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement the Company shall, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement, during the Interim Period, without the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the Target Companies to not: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), outside the ordinary course of business, in excess of $100,000 10,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%)percent, or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 10,000 per year or $250,000 50,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (x) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 10,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 10,000 (individually for any project (or set of related projects) or $250,000 25,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 10,000 individually or $250,000 25,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivxxiii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from From the date of this Agreement and continuing until through the earlier of the termination of this Agreement in accordance with Section 9.1 or and the Closing Effective Time (the “Interim Period”), except as expressly contemplated by this Agreement set forth on Section 6.01 of the Company shallDisclosure Schedule, and shall cause the Target Companies to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary expressly required or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 6.2(a) and except as contemplated permitted by the terms of this Agreement, during the Interim Period, without required by Law or with the prior written consent of the Purchaser and the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its operations only in the ordinary course of business consistent with past practice and (y) use commercially reasonable efforts to maintain and preserve intact its business organization, retain the services of its present executive officers and key employees, maintain in the ordinary course of business consistent with past practice its relationships with, and the good will of, its material customers, suppliers, and other Persons with whom it has similar business relationships. Without limiting the generality of the foregoing, during the Interim Period, except as set forth in the immediately preceding sentence, as otherwise expressly required by the terms of this Agreement or required by applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to (and shall cause its Subsidiaries not to), without the Target Companies prior written consent of Parent (such consent not to not:be unreasonably withheld, conditioned or delayed): (ia) amend, modify, waive or otherwise change, in rescind any respect, provisions of its Organizational Documents; (iib) authorize for issuanceadjust, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) split, combine, recapitalize combine or reclassify any of its shares or other equity interests or issue any other securities in respect thereof capital stock; (c) make, declare, set aside or pay or set aside any dividend or other distribution (whether in cash, stock or property) on, any of its capital stock or set any record date therefor, other than dividends or distributions to the Company or its wholly-owned Subsidiaries; (d) purchase, redeem or otherwise acquire any shares of its capital stock or other voting securities or equity or property interests or any combination thereofoptions, warrants or other rights to acquire any such shares, securities or equity interests, other than (A) in respect the acquisition by the Company or one of its wholly-owned Subsidiaries of securities of a wholly-owned Subsidiary of the Company, (B) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to awards outstanding as of the date of this Agreement granted pursuant to the Company Incentive Plans, and (C) the acquisition by the Company of Restricted Shares or RSUs in connection with the forfeiture of such awards outstanding as of the date of this Agreement, in each case, in accordance with the terms of the agreements governing the Restricted Shares and RSUs, as applicable. (e) issue, deliver, sell, grant or cause a Lien to be placed upon any shares of its capital stock or other voting securities or equity interests, any securities convertible or exchangeable into any such shares, voting securities or equity interests, any options, warrants or other rights to acquire any such shares, voting securities, equity interests, or directly convertible or indirectly redeemexchangeable securities, purchase any stock-based performance units, profits interests or otherwise acquire any other rights that give any Person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock, other than upon the settlement of RSUs under the Company Incentive Plans outstanding on the date of this Agreement in accordance with their present terms; (f) enter into any Contract with respect to the sale, voting, registration or offer to acquire repurchase of any of its securities; (ivg) amend, modify or waive any rights under any outstanding Restricted Shares or RSUs, except as provided in Section 3.04; (h) merge or consolidate with any Person, or purchase an equity interest in or a substantial portion of the assets of any Person or any business or division thereof; (i) transfer, sell, lease, license, abandon or otherwise dispose of, encumber or subject to any Lien (other than any Permitted Lien), any of its material properties, assets or rights other than (x) in the ordinary course of business consistent with past practice for aggregate consideration of $1.0 million or less, (y) pursuant to a Material Contract or (z) pursuant to the Credit Facility; (j) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization of the Company or any of its Subsidiaries (other than reorganizations solely among wholly-owned Subsidiaries of the Company); (k) except as otherwise permitted under this Section 6.01, (i) terminate (except a termination caused by, or upon default of, any other party thereto) or materially amend, modify or cancel any Material Contract or (ii) enter into any Contract that if entered into prior to the date of this Agreement would have been deemed a Material Contract; provided, that the Company may (A), except as provided otherwise in clause (B) of this paragraph, renew any existing Contract on terms not materially different than the terms of such existing Contract and (B) enter into or modify any such Contract (1) with a customer involving payments to the Company or any Subsidiary not in excess of $30.0 million per year and the performance of which does not require a new capital investment greater than $2.0 million or (2) with a supplier involving payments by the Company or any Subsidiary not in excess of $15.0 million per year, the performance of which does not require capital expenditures in excess of $2.0 million and which has a term of less than three (3) years); provided further, that the Company shall provide notice to Parent of its entry into or modification of any such Contract involving (x) payments to the Company or any Subsidiary of at least $15 million annually or expenditure by the Company of at least $5 million annually (excluding capital expenditures), respectively; (l) (i) incur, create, assume, prepay redeem, repurchase, prepay, defease, cancel or otherwise become liable for acquire, or modify any Indebtedness or enter into any arrangement having the economic effect of any of the foregoing, except for (directly, contingently or otherwise), outside A) additional borrowings under the Credit Facility that are made in the ordinary course of businessbusiness consistent with past practice; (B) additional letters of credit, in excess of $100,000 (individually bankers’ acceptances or in similar facilities or other financing arrangements under the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of any of its executive officers, or, in the case of employees other than executive officers, increase the wages, salaries or compensation of any of such employees other than Credit Facility in the ordinary course of business, consistent with past practice, and, in the case of the foregoing clauses (A) and in any event (B), not in excess of $10.0 million of such additional borrowings in the aggregate aggregate; (C) intracompany loans between and among the Company and its Subsidiaries; (D) guarantees by more than five percent the Company of Indebtedness for borrowed (5%), 1) Indebtedness in connection with the extension or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect renewal of any current consultantcurrency derivative or currency hedging transaction existing on the date hereof (provided, officerthat such extension or renewal is on substantially similar terms, manager director and of the same type, as such existing currency derivative or employeecurrency hedging transaction) and (2) Indebtedness in connection with interest rate or commodity derivatives or other hedging transactions or similar arrangements in an aggregate notional amount not to exceed $2.5 million at any time outstanding, in each case of cases (1) and (2), that are entered into in the ordinary course of business and not for speculative purposes; (ii) enter into any hedge agreement or any other than off-balance sheet structure or transaction; or (iii) make any loans, advances or capital contributions to, or investments in, any Person other than, a wholly-owned Subsidiary; (m) except (A) as required by applicable Law, (B) as required pursuant to the terms of any Company Benefit Plans Plan or written agreement, in each case disclosed to Parent in the Company Disclosure Schedule and in effect on the date of this Agreement, (C) as otherwise expressly permitted by this Agreement or (D) as may be required to avoid adverse treatment under Section 409A of the Code without increasing any benefit or payment otherwise due or payable thereunder, (1) (x) grant to any member of the Board of Directors or Management Level Employee any increase in compensation or benefits, including any increase in, or new entitlement to, severance or termination pay, or (y) grant to any employee who is not a Management Level Employee any increase in compensation or benefits other than in the ordinary course of business consistent with past practice (other than equity or equity-based compensation and, in the case of increases in base salary in the ordinary course of business consistent with past practice, which shall not exceed 2% of aggregate base salaries as of the date hereof), (2) enter into any employment, consulting, severance, retention or termination agreement with any member of the Board of Directors, Management Level Employee or other employee, (3) establish, adopt, enter into or amend any Collective Bargaining Agreement or Company Benefit Plan, or (4) take any action to accelerate any rights or benefits under, or adopt a funding vehicle with respect to, any Company Benefit Plan; provided, that no provision of this Section 6.01(m) shall be construed to permit the Company to grant new awards of equity or equity-based compensation (including Restricted Shares and RSUs) to any Person without the express consent of Parent; (vin) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; capital expenditure other than (viii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any those set forth on Section 6.01(n) of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; Disclosure Schedule and (viiiii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects those in the ordinary course of business consistent with past practicepractice in an aggregate amount for all such capital expenditures made pursuant to this clause (ii) not to exceed (1) $18.5 million from January 1, 2017 through May 31, 2017, (2) $19.5 million (inclusive of the amount set forth in clause (1)) from January 1, 2017 through June 30, 2017 and (3) $20.0 million (inclusive of the amounts set forth in clauses (1) and (2)) from January 1, 2017 through July 30, 2017; (xo) establish any Subsidiary or enter into any new line of business; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any material change in accounting methods, principles or practicespractices by the Company or any of its Subsidiaries, except as required (i) by GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or (ii) by Law, including Regulation S-X under the Securities Act; (p) fail to maintain or renew its material existing insurance policies (or substantial equivalents) to the extent required available at comparable rates or pay increased premiums on such policies or replacements thereof in excess of generally available market rates; (q) subject to comply with GAAP Section 6.13, settle or compromise any pending or threatened Litigation or governmental, administrative or regulatory investigation, audit or inquiry other than such settlements or compromises (i) that would not result in any equitable relief or other non-monetary Damages or penalties being imposed on the Company or any of its Subsidiaries and after consulting with (ii) where the amount paid (less the amount reserved for such matters by the Company on the Company’s outside auditorsmost recent balance sheet included in the SEC Documents) in such settlement or compromise does not exceed $1.0 million individually or in the aggregate; (xiiir) waiveenter into any new material line of business outside of its existing business segments; (s) unless otherwise required by the Company’s bylaws or applicable Law, releaseconvene any regular or special meeting or any adjournment thereof (other than the Shareholders’ Meeting), assignor solicit the written consent, of the Company’s shareholders; (t) change any material Tax election, settle or compromise any claim, action audit or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), assessment in respect of Taxes other than waivers, releases, assignments, such settlements or compromises that involve only where the payment of monetary damages amount paid (and not less the imposition of equitable relief on, or the admission of wrongdoing by, amount reserved for such matter by the Company on the Company’s most recent balance sheet included in the SEC Documents) in such settlement or its Affiliates) compromise does not in excess of exceed $100,000 (1.0 million individually or in the aggregate, enter into any “closing agreement” as defined in Section 7121 of the Code (or any similar provision of other applicable Tax Law), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Tax Sharing Agreement; (xxii) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliates; or (xxivu) authorize authorize, commit or agree to do any of the foregoing actionsforegoing.

Conduct of Business of the Company. (a) Unless the Purchaser and the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during During the period from the date of this Agreement and continuing until hereof to the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Effective Time, except as expressly contemplated by this Agreement the each Company shall, and shall cause the Target Companies to, (i) will conduct their respective businesses, in all material respects, its operations in the ordinary course of business consistent with past practice. Further, (ii) during such period, each Company will use reasonable best efforts to preserve intact each Company’s business organization and personnel, preserve in all material respects each Company’s present business relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it and goodwill and comply with all Laws applicable to the Target Companies and their respective businesses, assets and employeesLegal Requirements. Further, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreementforegoing, during the Interim Periodperiod from the date hereof to the Effective Time, without the prior written consent of except as may be first approved by the Purchaser and the Parent (such consent not to be unreasonably withheldin writing, conditioned or delayed)as is otherwise expressly permitted or required by this Agreement or any Ancillary Agreement, the each Company shall not, and shall cause the Target Companies to not: (ia) amend, waive or otherwise change, in any respect, amend its Organizational Documents; (b) (i) increase the compensation payable to, or to become payable to, any of its directors, officers or employees, except for normal periodic increases in the ordinary course of business consistent with past practice or take any action with respect to the grant of any severance or termination pay, or stay, bonus or other incentive arrangement that is related to the transactions contemplated by this Agreement; or (ii) authorize establish, adopt, extend (beyond the Closing Date), enter into, renew or amend any collective bargaining agreement or other Contract with any labor organization, union or association or adopt or amend in any material respect an Employee Benefit Plan. (c) enter into any Contract that would constitute a Material Contract or violate, breach, amend or otherwise modify or waive in a manner adverse to the Company any of the terms of a Material Contract; (d) make any capital expenditure that is not fully paid for issuanceas of the Closing or the cost of which is not fully accrued on the financial statements of the Company and included in the calculation of Net Worth, provided that the aggregate amount of all accruals for capital expenditures shall not exceed $50,000; (e) declare or pay any dividends or make any distributions in respect of any capital stock, or redeem, purchase or otherwise acquire for value any capital stock; (f) issue, grantsell, selltransfer, pledge, dispose of or propose encumber any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to issuepurchase or subscribe for, grantor enter into any arrangement or contract with respect to the issue and sale of, sellany shares of its capital stock or any other securities, pledge or dispose make any other changes in its capital structure; (g) organize any subsidiary, acquire by merger or consolidating with, or by purchasing any portion of the Equity Interests or assets of, or by any other manner, any business or any Person; (h) incur or guarantee any Indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities of others, excluding aggregate outstanding borrowings under the GECC Agreement of $1,500,000 as of the date of this Agreement; (i) make any loans, advances or capital contributions to, or investments in, any other Person, except for advances to employees for business expenses consistent with Company policy and made in the ordinary course consistent with past practice; (j) promise or make any distribution or payment of any kind as compensation, fees or otherwise (other than as permitted in subclause (b) above) to any stockholder of any Company or any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securitiesAffiliates; (iiik) splitpay, combinedischarge, recapitalize waive or reclassify satisfy any of its shares claim, liability or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution obligation (whether in cashabsolute, equity accrued, asserted or property or any combination thereof) in respect of its equity interestsunasserted, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently contingent or otherwise), outside ) representing a payment by the ordinary course of business, Company in excess of $100,000 (10,000, whether individually or in the aggregate, after applying any applicable insurance proceeds (whether fixed or contingent), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (vl) increase the wagessell, salaries transfer, assign, convey, lease, pledge, encumber or compensation otherwise dispose of any material portion of its executive officersassets or properties, or, in the case of employees or any other material right other than executive officers, increase the wages, salaries or compensation securitizations of any of such employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or Intellectual Property Rights in the ordinary course of business consistent with past practice; (vim) make cancel any debts or rescind affirmatively waive any material election relating to Taxesclaims or rights of substantial value, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit except for cancellations made or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; (vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (viii) terminate, or waive or assign any material right under, any Company Material Contract outside of the ordinary course of business or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year or $250,000 in the aggregate, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; (ix) fail to maintain its books, accounts and records in all material respects waivers granted in the ordinary course of business consistent with past practicewhich, in the aggregate, are not material; (xn) establish in any Subsidiary other manner, modify, change or enter into any new line otherwise alter the fundamental nature of businessthe business of the Company as presently conducted; (xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; (xii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials; (xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xv) acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xvi) make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate); (xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan; (xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xxio) take any action that would reasonably be expected to significantly delay interfere with or impair prevent the obtaining timely consummation of any consents or approvals of any Governmental Authority to be obtained in connection with the transactions contemplated by this Agreement; (xxiip) enter intotake any action to change accounting policies or procedures (including accounting, amendbookkeeping, waive and operating procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable), except as required by a change in GAAP occurring after the date hereof, or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); (xxiii) make any payments or transfer any assets to any affiliatesmaterial tax election; or (xxivq) authorize any of, or commit or agree to do take, whether in writing or otherwise, any of the foregoing actions.