Common use of Conduct of Business Pending the Merger Clause in Contracts

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees that, between the date of this Agreement and the Effective Time, except (w) as contemplated by this Agreement or as set forth in Section 5.01 of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to do, directly or indirectly, any of the following except in compliance with the exceptions listed above:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees that, between the date of this Agreement and the Effective Time, except (w) as contemplated by this Agreement or as set forth in Section 5.01 of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas Entertainment Company (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS Circle and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to do, directly or indirectly, any of the following except in compliance with the exceptions listed above:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business Except as expressly permitted by CBS Pending the Merger. CBS covenants and agrees that, between the date of this Agreement and the Effective Time, except (w) as contemplated by this Agreement or as set forth in Section 5.01 terms of the CBS Disclosure ScheduleMerger Agreement, or unless Parent has otherwise consented in writing (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned), provided that CBS may not amend or otherwise modify RC2 has agreed that, from the date of the Merger Agreement until the earlier of 27 Table of Contents (1) such times as designees of Parent first constitute a majority of the RC2 board of directors pursuant to the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and Merger Agreement or (z2) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal RC2 will and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and will cause its subsidiaries shall be conducted to: • operate its business only in, and CBS and its subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall • use their reasonable best efforts to preserve substantially intact CBS's the business organizationorganization and assets; • use reasonable best efforts to maintain its material rights and franchises; • use reasonable best efforts to maintain its relationships with material customers, suppliers, contractors, distributors, licensees, licensors and others having material business dealings with RC2 and its subsidiaries; • use reasonable best efforts to maintain and keep its material properties in as good repair and condition as at the time of signing the Merger Agreement, ordinary wear and tear excepted; • use reasonable best efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage maintained by RC2 and its subsidiaries on the date of the Merger Agreement; • use reasonable best efforts to comply with and perform in all material respects all obligations and duties imposed upon RC2 and its subsidiaries by all applicable laws; and • use reasonable best efforts to keep available the services of the its current officers, employees and consultants consultants. In addition, except as disclosed prior to execution of CBS and its subsidiaries the Merger Agreement, as required by applicable law, as expressly permitted by the Merger Agreement or as consented to in writing by Parent (provided that the foregoing covenant such consent not to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customersbe unreasonably withheld, distributorsdelayed or conditioned), dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between from the date of this the Merger Agreement and until the earlier of (1) such times as designees of Parent first constitute a majority of the RC2 board of directors pursuant to the terms of the Merger Agreement or (2) the Effective Time, CBS RC2 will not donot, and will not permit its subsidiaries to, among other things and subject to certain exceptions: • amend its certificate of incorporation, bylaws or other organizational documents; • sell, lease, encumber or fail to maintain any part of the assets or capital stock, businesses or property of RC2 or any of its subsidiaries outside the ordinary course of business; • declare, set aside for payment or pay dividends, whether in cash, stock or property, other than cash dividends paid by wholly owned subsidiaries to doRC2 or its other subsidiaries; • split, directly combine, subdivide or indirectlyreclassify, or acquire any of its capital stock or other equity interests or issue any other securities in respect of its capital stock or other equity securities; • issue, transfer or pledge any shares of its capital stock or any other of its securities, other than pursuant to the exercise of awards under RC2’s equity compensation plans previously disclosed or pursuant to the Current Offering under the ESPP; • adjust or otherwise modify any of RC2’s equity compensation plans, the awards thereunder or the ESPP, other than as expressly contemplated by the Merger Agreement; • change the compensation or benefits payable or to become payable to any of its officers, directors, employees or consultants, other than annual salary increases to be effective as of April 1, 2011 to employees below the executive officer level in the ordinary course of business consistent with past practice and not to exceed 3.5% of current base salaries; • enter into any plan, program, arrangement or agreement that would otherwise constitute an Employee Benefit Plan or enter into any collective bargaining agreement or extend or amend any, collective bargaining agreement or consulting agreement; • make any loans to any of its officers, directors, employees, consultants or affiliates (other than travel advances or other advances to employees made in the ordinary course of business consistent with past 28 Table of Contents practice) or change its existing borrowing or lending arrangements for or on behalf of any of such persons pursuant to an employee benefit plan or otherwise; • take any action to terminate or amend any employment related agreement described in Section 11 — “The Merger Agreement; Other Agreements — New Employment Agreements and Other Employment-Related Agreements” or waive any provision thereof; • pay or arrange for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or affiliate or pay or make any arrangement for payment to any officers, directors, employees or affiliates of RC2 of any amount relating to unused vacation days, except payments and accruals made in the ordinary course of business consistent with past practice; • except as may be required pursuant to the terms of an Employee Benefit Plan as in effect as of the date of the Merger Agreement, adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer or employee, whether past or present; • amend in any material respect any Employee Benefit Plan in effect as of the date of the Merger Agreement; • adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of RC2 or its subsidiaries, other than the Merger; • incur or assume any indebtedness or issue any debt securities; except for any such transactions between or among RC2 and its subsidiaries; • assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; • make any loans, advances or capital contributions to, or investments in, any other person, other than travel advances or other than advances to employees made in the ordinary course of business consistent with past practice; except for any such transactions between or among RC2 and its subsidiaries; • acquire any business organization or division or any equity interest therein; • enter into, amend, terminate or renew, or waive or assign any rights under, any material contract or any contract that provides for termination or other special rights upon a change of control of RC2; • except as necessary to operate in the ordinary course consistent with past practices, grant or acquire, or dispose of any rights to, any material Intellectual Property, or disclose any Trade Secret; • change any of the following accounting methods used by it except for such changes required by GAAP; • make or change any material tax elections and take actions with respect to other tax matters; • pay any material liabilities (whether absolute, accrued, contingent or otherwise), other than in compliance the ordinary course of business, or liabilities reflected or reserved against in the consolidated financial statements of RC2 or incurred since December 31, 2010 in the ordinary course of business; • settle or commence litigation in excess of $50,000 individually or $250,000 in the aggregate • enter into any consent decree, injunction or other similar equitable relief in settlement of any litigation; • make any capital expenditures or media or advertising commitments (subject to certain exceptions) outside RC2’s annual budget; or • enter into any contract commitment with respect to the exceptions listed above:preceding bulletpoints. 29 Table of Contents

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees The Company has agreed that, between during the period from the date of this the Merger Agreement until the earlier of the Offer Acceptance Time and the Effective Timetermination of the Merger Agreement pursuant to its terms (the “Pre-Closing Period”), except (w) as required or otherwise contemplated by this under the Merger Agreement or as set forth in Section 5.01 of the CBS Disclosure Schedulerequired by applicable legal requirements, (x) as Viacom shall otherwise agree in advance in writingwith the written consent of Parent, which agreement shall consent will not be unreasonably withheld withheld, conditioned or delayed, (y) for any actions taken reasonably and in connection good faith in response to COVID-19 or COVID-19 measures or (z) as set forth in the Company’s confidential disclosure schedule, the Company will, and will cause its subsidiaries to, (i) conduct their respective businesses in all material respects in the ordinary course and in compliance in all material respects with all applicable legal requirements, (ii) use commercially reasonable efforts to preserve intact in all material respects the consummation material components of the acquisitions Company’s and each such subsidiary’s current business organization, including keeping available the services of King Worldcurrent officers and key employees and (iii) use commercially reasonable efforts to maintain its relations and goodwill with all material suppliers, Outdoor Systemsmaterial customers, Inc. Governmental Bodies and other material business partners, provided, that no action by the Company or any of its subsidiaries with respect to matters specifically addressed by the restrictions set forth in the following paragraph will be deemed a breach of the subsidiaries restrictions set forth in this paragraph unless such action would constitute a breach of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiariesprovision. The Company has further agreed that, taken during the Pre-Closing Period, except (i) as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend required or otherwise modify contemplated under the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Merger Agreement, without as required by applicable legal requirements, (ii) with the written consent of ViacomParent, and which consent shall not be unreasonably withheld, delayed or conditioned, (ziii) for the exercise of options, warrants any actions taken reasonably and similar securities which would otherwise expire prior in good faith in response to the Effective TimeCOVID-19 or COVID-19 measures, or (iv) as set forth in the exercise of any put rightsCompany’s confidential disclosure schedule, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on neither the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit Company nor any of its subsidiaries will, among other things and subject to dospecified exceptions as set forth in the Merger Agreement and the Company’s confidential disclosure schedule: • establish a record date for, directly declare, accrue, set aside or indirectlypay any dividends on, or make any other distributions in respect of, any shares of its capital stock; • repurchase, redeem or otherwise reacquire any shares of its capital stock (including any Share), or any rights, warrants or options to acquire any shares of its capital stock, subject to customary exceptions; • split, combine, subdivide or reclassify any shares of its capital stock (including the Shares) or other equity interests; • sell, issue, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, delivery, pledge, transfer, encumbrance or grant by the Company of (a) any capital stock, equity interest or other security of the following except in compliance with Company, (b) any option, call, warrant, restricted securities or right to acquire any capital stock, equity interest or other security of the exceptions listed above:Company or (c) any instrument convertible into or exchangeable for any capital stock, equity interest or other security of the Company, subject to customary exceptions;

Conduct of Business Pending the Merger. SECTION 5.01. Conduct Prior to the consummation of Business by CBS Pending the Merger. CBS covenants and agrees that, between Merger or earlier termination of the date of this Merger Agreement and the Effective Time, except (w) as contemplated by this Agreement or as set forth in Section 5.01 the Disclosure Letter, as required by the express terms of the CBS Disclosure ScheduleMerger Agreement, with the prior written consent of Parent (x) as Viacom shall otherwise agree in advance in writing, which agreement shall consent will not be unreasonably withheld withheld, conditioned or delayed), or as required by applicable law (including COVID-19 Measures), Pandion will, and will cause its subsidiaries to, (yi) conduct their respective businesses only in the ordinary and usual course of business and consistent with past practice, (ii) use reasonable best efforts to preserve intact their respective present business organizations and assets, keep available the services of their respective directors, officers, key employees and contractors, (iii) maintain satisfactory relationships with licensees, licensors and other collaboration partners, and others having material business relationships with Pandion or any of its subsidiaries, and (iv) prepare financial statements of Xxxxxxx and its subsidiaries as of and for actions taken the year ended December 31, 2020, and cause the completion of the audit of such financial statements and file Pandion’s Annual Report on Form 10-K with the SEC. However, during any period of full or partial suspension of operations related to the COVID-19 pandemic, Pandion may, in connection with such pandemic, take reasonably necessary actions to protect the health and safety of its and its subsidiaries’ employees and other individuals having business dealings with it or its subsidiaries, or to respond to third-party supply or service disruptions caused by the COVID-19 pandemic, and will provide advance notice to and reasonably consult with Parent prior to or promptly following such actions, unless impracticable due to emergency or urgent circumstances. Pandion has further agreed that, except as set forth in the Disclosure Letter or as required by the express terms of Merger Agreement or by applicable law, Pandion will not, and will not permit its subsidiaries to, prior to the consummation of the acquisitions of King World, Outdoor Systems, Inc. and Merger or earlier termination of the subsidiaries of Xxxxxxx that own KTVTMerger Agreement, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms do any of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, following without the prior written consent of ViacomParent (which consent will not be unreasonably withheld, and (z) for the exercise of optionsconditioned or delayed), warrants and similar securities which would otherwise expire prior either directly or indirectly: • sell, pledge, dispose of, assign, lease, license, sublicense, dedicate to the Effective Timepublic, or otherwise transfer, abandon or permit to lapse, or create or incur any lien on, any of Pandion’s or its subsidiaries’ assets (including owned and exclusively licensed intellectual property), securities, properties, interests or businesses, other than (1) (except in the exercise case of any put rights, call rights, rights intellectual property) sales of first refusal obsolete equipment and other similar rights, dispositions of marketable securities to generate cash in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice or (2) non-exclusive grants of rights to use intellectual property that are incidental to and not material to performance under an applicable agreement entered into in a manner the ordinary course of business consistent with past practice, such as a clinical trial agreement or a supply agreement entered into with a supplier; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization• acquire (by merger, to keep available the services consolidation, acquisition of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to dostock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses (other than acquisitions of supplies and equipment (1) in the following except ordinary course of business consistent with past practice, or (2) in compliance connection with the exceptions listed above:COVID-19 pandemic, provided that Pandion will provide advance notice to and reasonably consult Table of Contents with Parent prior to or promptly following the taking of such action unless doing so is impracticable due to emergency or urgent circumstances; • merge or consolidate Pandion or any of its subsidiaries with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Pandion or any of its subsidiaries (other than the Merger); • adopt or implement any stockholder rights plan or similar arrangement; • amend, waive, rescind or otherwise modify the certificate of incorporation or bylaws of Pandion or any of its subsidiaries;

Conduct of Business Pending the Merger. SECTION 5.01. Conduct Each of Business by CBS Pending the parties to the Merger Agreement has undertaken to perform customary covenants in the Merger Agreement that place restrictions on it and its subsidiaries until the effective time of the Merger. CBS covenants In general, each of LMI and agrees Citrix (with respect to GetGo and the GoTo Business) has agreed that, between prior to the date effective time of this Agreement and the Effective TimeMerger, except (w) as contemplated by this the Merger Agreement or the other Transaction Documents (including with respect to the Reorganization), required by applicable law or consented to by the other party thereto (which consent may not be unreasonably withheld, conditioned or delayed), subject to certain agreed exceptions, it will conduct its business in the ordinary course in all material respects. In addition, LMI has agreed that, prior to the effective time of the Merger, except as contemplated by the Merger Agreement or the other Transaction Documents, required by applicable law, or consented to by Citrix (which consent may not be unreasonably withheld, conditioned or delayed), subject to certain agreed exceptions set forth in Section 5.01 LMI’s disclosure schedules to the Merger Agreement, LMI will not, and will cause its subsidiaries not to, take any of the CBS Disclosure Schedulefollowing actions: • issue, (x) as Viacom shall otherwise agree sell, pledge, dispose of, grant or encumber, or authorize any such actions with respect to, any shares of capital stock of, or any other ownership interests in advance in writing, which agreement shall not be unreasonably withheld LMI or delayed, (y) for actions taken in connection with the consummation any of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a wholeor any options, unless Viacom shall have consented theretowarrants, convertible securities or other rights of any kind to acquire any shares of such consent not capital stock, or any other ownership interest (including any “phantom” interest) of LMI or any of its subsidiaries subject to be unreasonably withheld or delayedcertain exceptions, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant including with respect to the Xxxxxxx Agreement, without the written consent issuance of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior equity awards to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, employees in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and upon the exercise of settlement of equity awards outstanding as of the date of the Merger Agreement; • sell, pledge, dispose of, encumber (other than permitted encumbrances under the Merger Agreement) or authorize any such actions with respect to any material assets of the businesses of LMI and its Table of Contents subsidiaries, except in the ordinary course of business and consistent with past practice and dispositions of obsolete or worn out assets that are no longer useful in the operation or conduct of the business of LMI or its subsidiaries; • amend or restate the certificate of incorporation or bylaws (or similar organizational documents) of LMI or any of its subsidiaries, except for the Charter Amendment; • declare, set aside, make or pay any dividend or other distribution with respect to any of its capital stock (whether in cash, stock, property or otherwise), except for cash dividends or distributions by any wholly owned subsidiary and one or more special cash dividends in an aggregate amount of up to $1.50 per share of LMI common stock as described in “—LMI Special Dividends” below. • adjust, reclassify, combine, split, subdivide or redeem, or purchase or otherwise directly or indirectly acquire any of its capital stock; • other than in the ordinary course of business and consistent with past practice or as required by existing compensation or benefit programs: acquire or dispose of (including by merger, consolidation or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division, business unit or material assets thereof having a value in excess of $50.0 million individually or in the aggregate (provided that no such acquisition or disposition, whether alone or in combination, is significant to LMI such that pro forma financial statements would be required to be included in the registration statement contained in this proxy statement/prospectus-information statement under Regulation S-X) or make any loans or advances or capital contribution to, or investment in, any entity other than LMI or a subsidiary of LMI, except for travel advances to employees in the ordinary course of business consistent with past practice; • other than in the ordinary course of business and consistent with past practice or as required by existing compensation or benefit programs, increase the compensation or benefits payable to any employee of LMI or its subsidiaries, materially amend or supplement any bonus, equity incentive, deferred compensation or other employee benefit plan, enter into or amend any employment, consulting, change in control, retention, severance or termination agreement with any employee of LMI, terminate the employment (other than for cause) of or hire or promote any individual who is an officer of LMI or its subsidiaries at the vice president level or above, hire (subject to certain exceptions) any other employee of LMI and its affiliates or enter into any collective bargaining agreement; • change any method of accounting or accounting practice or policy used by LMI as it relates to the businesses of LMI and its subsidiaries, other than such changes as are required by GAAP or a governmental authority; • other than in the ordinary course of business and consistent with past practice, make any change (or file any such change) in any method of tax accounting or any annual tax accounting period, make, change or rescind any tax election, settle or compromise any tax liability or consent to any claim or assessment relating to taxes, file any amended tax return or claim for refund, enter into any closing agreement relating to taxes or waive or extend the statute of limitations in respect of taxes; in each case, to the extent that doing so would reasonably be expected to result in a manner material incremental cost to Citrix or any of its subsidiaries; • pay, discharge or satisfy any material 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 and consistent with past practice, of liabilities reflected or reserved against in the financial statements set forth in reports filed or furnished by LMI to the SEC or incurred in the ordinary course of business and consistent with past practice; • incur, guarantee or assume or otherwise become responsible for any indebtedness for borrowed money other than (i) indebtedness incurred under LMI’s current credit facilities; (ii) indebtedness solely between or among LMI and its subsidiaries; (iii) refinancing, replacements, extensions and renewals of Table of Contents existing indebtedness entered into in the ordinary course of business consistent with past practice; and CBS (iv) letters of credit or similar arrangements entered into in the ordinary course of business consistent with past practice; • commence or settle any action or investigation other than in the ordinary course of business and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's consistent with past practice; • enter into, extend, materially amend, cancel or terminate any material contract of LMI other than in the ordinary course of business organizationand consistent with past practice; • abandon, disclaim, sell, assign or grant any security interest in, to keep available or under any intellectual property material to LMI, or grant to any third party any license, or enter into any covenant not to sue, with respect to any intellectual property material to LMI, in each case, except for non-exclusive licenses granted to customers in the services ordinary course of the current officersbusiness and consistent with past practice and on LMI’s (or a subsidiary’s) standard form of customer contract without material modification of any provisions relating to any intellectual property material to LMI; • fail to exercise any rights of renewal with respect to any material real property leased, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customerssubleased, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit licensed or otherwise occupied by LMI or any of its subsidiaries that by its terms would otherwise expire unless LMI (or, if the lessee is a subsidiary of LMI, such subsidiary) determines in good faith that a renewal would not be in the best interests of LMI; • fail to domaintain (with insurance companies substantially as financially responsible as its existing insurers) insurance in at least such amounts and against at least such risks and losses as are consistent in all material respects with the past practice of LMI and its subsidiaries; or • announce an intention, enter into any formal or informal agreement or otherwise make a commitment, to do any of the foregoing. Citrix has agreed that, prior to the effective time of the Merger, except as contemplated by the Merger Agreement or the other Transaction Documents, required by applicable law or consented to by LMI (which consent may not be unreasonably withheld, conditioned or delayed), subject to certain agreed exceptions set forth in Citrix’s disclosure schedules to the Merger Agreement, Citrix will not, and will cause its subsidiaries not to, to the extent relating to the GoTo Business, take any of the following actions: • issue, sell, pledge, dispose of, grant or encumber, or authorize any such actions with respect to, any shares of capital stock of, or any other ownership interests in GetGo (or any other subsidiary of Citrix that Citrix will contribute to GetGo in connection with the Reorganization), or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any “phantom” interest) of GetGo (or any other subsidiary of Citrix that Citrix will contribute to GetGo in connection with the Reorganization); • sell, pledge, dispose of, encumber (other than permitted encumbrances under the Merger Agreement) or authorize any such actions with respect to any material assets of the GoTo Business, except in the ordinary course of business and consistent with past practice and dispositions of obsolete or worn out assets that are no longer useful in the operation or conduct of the GoTo Business; • amend or restate the certificate of incorporation or bylaws (or similar organizational documents) of GetGo (or any other subsidiary of Citrix that Citrix will contribute to GetGo in connection with the Reorganization) other than an amendment to the certificate of incorporation of GetGo to increase the number of authorized shares of GetGo common stock; • adjust, reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any capital stock of GetGo or any other subsidiary of Citrix that Citrix will contribute to GetGo in connection with the Reorganization; • acquire or dispose of any corporation, partnership, other business organization or any division thereof; or make any loans or advances or capital contribution to, or investment in, any individual or entity Table of Contents other than GetGo (or any other subsidiary of Citrix that Citrix will contribute to GetGo in connection with the Reorganization), except for travel advances to employees in the ordinary course of business consistent with past practices; • issue equity awards that, pursuant to the Merger Agreement, are required to be substituted with equity awards of LMI; • other than in the ordinary course of business and consistent with past practice or as required by existing compensation or benefit programs: increase the compensation or benefits payable to any employee of Citrix or its affiliates, materially amend or supplement any bonus, equity incentive, deferred compensation or other employee benefit plan, enter into or amend any employment, consulting, change in control, retention, severance or termination agreement with any employee of Citrix performing services primarily related to the GoTo Business, which we refer to herein as a GetGo Employee, terminate the employment (other than for cause) of or hire or promote any individual who is or who will, upon consummation of the Reorganization, be an officer of GetGo at the vice president level or above or enter into any collective bargaining agreement; • subject to certain exceptions, hire, transfer internally or otherwise alter the duties and responsibilities of any employee of Citrix and its affiliates in a manner that would affect whether such employee is or is not classified as a GetGo Employee; • change any method of accounting or accounting practice or policy used by Citrix as it relates to the GoTo Business, other than such changes as are required by GAAP or a governmental authority; • other than in the ordinary course of business and consistent with past practice, make any change (or file any such change) in any method of tax accounting or any annual tax accounting period, make, change or rescind any tax election, settle or compromise any tax liability or consent to any claim or assessment relating to taxes, file any amended tax return or claim for refund, enter into any closing agreement relating to taxes or waive or extend the statute of limitations in respect of taxes; in each case, to the extent that doing so would reasonably be expected to result in a material incremental cost to LMI, GetGo or any of their respective subsidiaries; • pay, discharge or satisfy any material claim, liability or obligation, other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in certain financial statements provided to LMI or subsequently incurred in the ordinary course of business and consistent with past practice; • incur, guarantee or assume or otherwise become responsible for any indebtedness for borrowed money other than (i) indebtedness solely between or among Citrix and any of its subsidiaries that will be repaid prior to the Distribution; and (ii) letters of credit or similar arrangements entered into in the ordinary course of business consistent with past practice; • commence or settle any action, claim, litigation, investigation or similar proceeding other than (i) in the ordinary course of business and consistent with past practice or (ii) settlements not involving any material obligations following the closing of the Merger of GetGo or any other subsidiary of Citrix that Citrix will contribute to GetGo in connection with the Reorganization; • other than in the ordinary course of business and consistent with past practice, enter into, extend, materially amend, cancel or terminate any material contract of GetGo; • abandon, disclaim, sell, assign or grant any security interest in, to or under any intellectual property material to the GoTo Business, or grant to any third party any license, or enter into any covenant not to sue, with respect to any intellectual property material to the GoTo Business, in each case, except for non-exclusive licenses granted to customers in the ordinary course of business and consistent with past practice and on Citrix’s (or a subsidiary’s) standard form of customer contract without material modification of any provisions relating to any intellectual property material to the GoTo Business; • fail to exercise any rights of renewal with respect to certain material real property leased by Citrix that by its terms would otherwise expire; Table of Contents • fail to maintain (with insurance companies substantially as financially responsible as its existing insurers) insurance in at least such amounts and against at least such risks and losses as are consistent in all material respects with Citrix’s past practice with respect to the GoTo Business; • adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other material reorganization; • amend or modify the Reorganization or fail to implement the Reorganization consistent with the plan set forth in the Separation Agreement, except in compliance with each case as otherwise permitted under the exceptions listed above:terms of the Separation Agreement; or • announce an intention, enter into any formal or informal agreement or otherwise make a commitment, to do any of the foregoing.

Conduct of Business Pending the Merger. SECTION 5.01Section 4.1. Conduct of Business by CBS of the Company Pending the Merger. CBS Except as set forth in Section 4.1 of the Company Disclosure Schedule, the Company covenants and agrees that, during the period from the date hereof to the Effective Time (except as otherwise contemplated by the terms of this Agreement), unless Parent shall otherwise agree in writing in advance, the businesses of the Company and its Subsidiaries shall be conducted only in the usual and ordinary course of business in substantially the same manner as heretofore conducted and in compliance with applicable laws; and the Company and its Subsidiaries shall each use all commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the present officers and employees of the Company and its Subsidiaries (subject to prudent management of workforce needs and ongoing programs currently in force), to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers, distributors and other Persons with which the Company or any of its Subsidiaries has significant business relations, to maintain and keep its material Assets in good repair and condition (subject to ordinary wear and tear), to maintain supplies and inventories in quantities consistent with past practice and, with respect to any hedging and energy trading transactions, to comply with prudent policies, practices and procedures with respect to risk management and trading limitations, including the Company Trading Guidelines. The Company and its Subsidiaries will manage their commodity price risk exposure with respect to their respective gathering, processing, transportation and storage contracts in accordance with prudent risk management guidelines to be developed and mutually agreed to by the Company and Parent as promptly as practicable after the date hereof. From time to time prior to the Effective Time, the Company will allow Parent and its representatives reasonable access to the energy trading operations, as well as gathering, processing, transportation and storage contracting operations, of the Company and its Subsidiaries and their respective books and records, and develop appropriate procedures to permit Parent and its representatives to monitor the Company's and its Subsidiaries' compliance with the Company Trading Guidelines and the other risk management guidelines agreed to by the parties. The Company will not amend or rescind the Company Trading Guidelines or the other risk management guidelines agreed to by the parties. By way of amplification and not limitation, neither the Company nor any of its Subsidiaries shall, except as set forth in Section 4.1 of the Company Disclosure Schedule and as otherwise contemplated by the terms of this Agreement, between the date of this Agreement and the Effective Time, except (w) as contemplated by this Agreement directly or as set forth in Section 5.01 of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Timeindirectly do, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries propose or commit to do, directly or indirectly, any of the following except in compliance with without the exceptions listed aboveprior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants Audentes has covenanted and agrees agreed that, between prior to the date consummation of this the Merger or earlier termination of the Merger Agreement except as set forth in the Disclosure Letter, as required by the express terms of the Merger Agreement or applicable law or unless Astellas otherwise consents in writing (which consent will not be unreasonably withheld, conditioned or delayed), Audentes will, and will cause its subsidiaries to (i) conduct their business only in the Effective Timeordinary and usual course of business and consistent with past practice and (ii) use its commercially reasonable efforts to (1) preserve intact their respective present business organizations and assets, (2) keep available the services of its officers, employees and independent contractors, (3) maintain in effect all of its authorizations and (4) maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having material business relationships with Audentes. Xxxxxxxx has further agreed that, except (w) as contemplated expressly provided for by this the Merger Agreement or as set forth in Section 5.01 prior to execution of the CBS Merger Agreement in the Disclosure ScheduleLetter, (x) as Viacom shall otherwise agree in advance in writingAudentes will not, which agreement shall and will not be unreasonably withheld or delayedpermit its subsidiaries to, (y) for actions taken in connection with prior to the consummation of the acquisitions of King World, Outdoor Systems, Inc. and Merger or earlier termination of the subsidiaries Merger Agreement, either directly or indirectly do any of Xxxxxxx that own KTVT, Dallas, Texas the following without the prior written consent of Astellas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would consent will not be reasonably likely unreasonably withheld, conditioned or delayed): • sell, pledge, dispose of, assign, lease, license, dedicate to have an impact that is both material and detrimental the public, or otherwise transfer, or create or incur any lien on, any of Audentes’ or its subsidiaries’ assets (including any intellectual property owned by or licensed to CBS and Audentes or any of its subsidiaries), securities, properties, interests or businesses, other than (1) in the case of any intellectual property owned by or licensed to Audentes or any of its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not any non-exclusive and non-material license granted by Audentes or any of its subsidiaries to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal vendors and other similar rights, subcontractors working on Audentes’ or any of its subsidiaries’ behalf in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (2) in a manner the case of any other assets of Audentes or of any of its subsidiaries, in the ordinary course of business consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization• acquire (by merger, to keep available the services consolidation, acquisition of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to dostock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than supplies in the ordinary course of business consistent with past practice; • merge or consolidate Audentes or any of its subsidiaries with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Audentes or any of its subsidiaries (other than the following except in compliance with the exceptions listed above:Merger); • amend, modify, waive, rescind or otherwise change Audentes’ or any of its subsidiaries’ charter documents;

Conduct of Business Pending the Merger. SECTION 5.01. 5.1 Conduct of the Business by CBS Pending the Merger. CBS covenants Parent acknowledges and agrees thatthat Parent does not unilaterally seek to cause the Company to conduct its business in a manner other than the Company’s ordinary course of business or to change the operations or design of the Company, and that Parent seeks for the Company to operate its business in the ordinary course, not materially different from its current practices and consistent with the way and manner the Company has been designed and with the purposes outlined by the Company in the forecasts provided by the Company to Parent prior to the date of this Agreement. In the event that the Company desires to undertake initiatives or activities inconsistent with such operations of the Company or outside of the ordinary course of business, such initiatives and activities must first be discussed with Parent and mutually agreed upon by the Company and Parent pursuant to this Section 5.1 before being undertaken by the Company (such agreement not to be unreasonably, withheld, conditioned or delayed by either of the Company or Parent). For the avoidance of doubt, the purpose of the following in this Section 5.1 is to prevent the Company from engaging in activities and initiatives other than the Company’s ordinary course of business. Between the date of this Agreement and the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, except (x) as required by Law or (y) as may first be discussed with Parent and mutually agreed upon by the Company and Parent pursuant to this Section 5.1 before being undertaken by the Company (such agreement not to be unreasonably, withheld, conditioned or delayed by either of the Company or Parent), (i) the Company shall, and shall cause each Company Subsidiary to, conduct the businesses of the Company and the Company Subsidiaries only in the ordinary course of business and in compliance in all material respects with all applicable Laws, (ii) the Company shall use commercially reasonable efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, to keep available the services of those employees required to conduct the businesses as provided above and to preserve the current relationships of the Company and the Company Subsidiaries with their customers, suppliers, distributors, resellers, licensors, licensees and other persons with which the Company or any Company Subsidiary has business relations, and (iii) the Company shall, and shall cause each Company Subsidiary to, maintain the Company Leased Real Property in substantially the same condition as the same exist on the date of this Agreement (reasonable wear and tear excepted). In addition, and not in limitation of the foregoing, except (x) as required by Law, or (y) for effecting the Company Charter Reverse Stock Split Amendment and amending the Company 2008 Stock Incentive Plan, each as provided in the Company’s definitive proxy statement for the Company’s 2016 annual meeting as at the date hereof, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, except (w) as contemplated by this Agreement directly or as set forth in Section 5.01 indirectly, do, or propose to do, any of the CBS Disclosure Schedulefollowing, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection without first discussing with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented theretomutually agreeing with Parent, such consent agreement not to be unreasonably withheld withheld, conditioned or delayed, provided that CBS may not amend delayed by either the Company or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to do, directly or indirectly, any of the following except in compliance with the exceptions listed aboveParent:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS Each party covenants and agrees that, between except for the transactions contemplated in or by this Agreement, the Convera Contribution Agreement, the Merger Proxy, and the UK Restructuring and the Second Restructuring, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except (w) as contemplated by this Agreement or as set forth in Section 5.01 of unless the CBS Disclosure Schedule, (x) as Viacom other parties shall otherwise agree in advance in writing, which agreement it shall not be unreasonably withheld or delayed, (y) for actions taken in connection with conduct its business and shall cause the consummation businesses of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely its Subsidiaries to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS such party and its subsidiaries Subsidiaries shall not take any action except in, and shall cause its Subsidiaries not to take any action except in, the ordinary course of business and in a manner consistent with past practicepractice and in compliance in all material respects with all applicable laws and regulations; and CBS each party and its subsidiaries Subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's the business organizationorganization of such party and its Subsidiaries, to keep available the services of the current officers, employees and consultants of CBS such party and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) Subsidiaries and to preserve the current present relationships of CBS such party and its subsidiaries Subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and such party or any of its subsidiaries have Subsidiaries has significant business relations. The parties agree that the individuals identified in Section 5.1(a) of the FL Disclosure Schedule and Section 5.1(a) of the Convera Disclosure Schedule shall be authorized to provide the agreement of such respective party to the various acts of such party contemplated by this Section 5.1 during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time. By way of amplification and not limitation, between (a) except as contemplated in or by this Agreement, the Convera Contribution Agreement, the Merger Proxy and the UK Restructuring and the Second Restructuring, and (b) as set forth in Section 5.1(b) of the FL Disclosure Schedule and Section 5.1(b) of the Convera Disclosure Schedule, each not shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, CBS will not directly or indirectly do, and will not permit any of its subsidiaries or propose to do, directly or indirectly, any of the following except in compliance with without the exceptions listed aboveprior written consent of the other parties:

Conduct of Business Pending the Merger. SECTION 5.01. 4.1 Conduct of Business by CBS the Company Pending the Merger. CBS The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except (w) as contemplated by this Agreement or as set forth in Section 5.01 of the CBS Disclosure Schedule, (x) as Viacom unless MergerCo shall otherwise agree in advance in writing, which agreement the Company shall not conduct its business, shall cause the businesses of its wholly-owned Subsidiaries to be unreasonably withheld or delayed, (y) for actions taken in connection with conducted and shall use its reasonable efforts to cause the consummation businesses of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS CCC and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not Subsidiaries to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS the Company and its subsidiaries wholly-owned Subsidiaries shall not and the Company shall use its reasonable efforts to cause CCC and its Subsidiaries not to take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries the Company shall use their all reasonable best efforts to preserve substantially intact CBS's business organizationthe business, to keep available the services assets and organization of the current officers, employees and consultants of CBS Company and its subsidiaries (provided Subsidiaries; provided, however, that the foregoing covenant to use reasonable best efforts Company shall not require CBS be required to offer retention bonuses take any such action with respect to such individuals) and to preserve the current relationships of CBS CCC and its subsidiaries with customersSubsidiaries to the extent such action would have a significant possibility, distributorsbased on written advice of counsel, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relationsof constituting a breach by CCC's directors of their fiduciary duties to the stockholders of CCC under applicable law. By way of amplification and not limitation, between except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries shall and the Company shall use its reasonable efforts to cause CCC and its Subsidiaries not to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, CBS will not directly or indirectly do, and will not permit any of its subsidiaries or propose to do, directly or indirectly, any of the following except in compliance without the prior written consent of MergerCo (provided, however, that the Company shall not be required to take any such action with respect to CCC and its Subsidiaries to the exceptions listed above:extent such action would have a significant possibility, based on written advice of counsel, of constituting a breach by CCC's directors of their fiduciary duties to the stockholders of CCC under applicable law):

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees Dealertrack has agreed that, between from the date of this the Merger Agreement and until the Effective TimeTime or until the termination of the Merger Agreement, except as required by law, as agreed in writing by Parent (w) which consent may not be unreasonably withheld, conditioned or delayed), as expressly required or contemplated by this the Merger Agreement or as set forth in Section 5.01 disclosed prior to execution of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree Merger Agreement in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this AgreementDealertrack’s confidential disclosure letter, the business of CBS Dealertrack and its subsidiaries shall will be conducted only in, and CBS and its subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice; , and CBS Dealertrack and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's Dealertrack’s business organizationorganization and the assets of Dealertrack and its subsidiaries, to keep available the services of the their current officers, key Table of Contents employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) key consultants, and to preserve the current relationships of CBS maintain existing relations and its subsidiaries goodwill with governmental authorities, material customers, distributorsmaterial suppliers, dealersmaterial creditors, suppliers material lessors and other persons with which CBS and Dealertrack or any of its subsidiaries have has significant business relations. By way of amplification and not limitationDealertrack has further agreed that, between from the date of this the Merger Agreement and until the Effective TimeTime or until the termination of the Merger Agreement, CBS except as required by law, as agreed in writing by Parent (which such agreement may not be unreasonably withheld, conditioned or delayed), as expressly required or contemplated by the Merger Agreement or as disclosed prior to execution of the Merger Agreement in Dealertrack’s confidential disclosure letter, Dealertrack will not donot, among other things and will not subject to certain exceptions: • amend or otherwise change, or permit any of its subsidiaries to doamend or otherwise change, directly the certificate of incorporation or indirectlyby-laws of Dealertrack or such similar applicable organizational documents of any of its subsidiaries; • split, combine, subdivide, reclassify, purchase, redeem, repurchase or otherwise acquire, issue, sell, pledge, dispose, encumber or grant any shares of its or its subsidiaries’ capital stock, any right to receive cash based on the value of its or its subsidiaries’ capital stock, or any options, warrants, convertible or exchangeable securities, stock-based performance units, equity awards denominated in shares of Dealertrack’s capital stock or other rights of any kind to acquire any shares of its or its subsidiaries’ capital stock or other rights to receive any economic interest of a nature accruing to the holders of Shares; provided, however, that (i) Dealertrack may issue shares of common stock upon exercise or settlement of any equity award or Company ESPP purchase right outstanding as of the following except date of the Merger Agreement in compliance accordance with the exceptions listed above:terms of such awards in effect as of the date of the Merger Agreement, and (ii) Dealertrack may acquire shares of capital stock in connection with tax withholdings and exercise price settlements upon the exercise of Company Options and vesting of Dealertrack share unit awards, in each case, existing on the date of the Merger Agreement in accordance with the terms of such awards in effect as of the date of the Merger Agreement; • declare, set aside, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise with respect to Dealertrack’s or any of its subsidiaries’ capital stock, other than dividends or other distributions paid by any direct or indirect wholly-owned subsidiary of Dealertrack to Dealertrack or any wholly owned subsidiary to its parent; • except as required pursuant to any Company Benefit Plan in existence on the date of the Merger Agreement or as required by applicable law: • increase the compensation or other benefits payable or to become payable to directors, executive officers, employees or independent contractors of Dealertrack or any of its subsidiaries, except for increases in annual base salary in the ordinary course of business consistent with past practice for employees below the vice president level in connection with promotions or merit pay increases in an amount not to exceed $1.5 million in the aggregate; • grant any severance or termination pay to, or enter into any severance agreement with any director, executive officer, employee or independent contractor of Dealertrack or any of its subsidiaries, other than payments of severance benefits pursuant to any Company Benefit Plan in effect as of the date of the Merger Agreement and set forth in Dealertrack’s confidential disclosure letter in the ordinary course of business consistent with past practice; • enter into any employment, severance, retention or change of control agreement with any employee or new hire of Dealertrack or any of its subsidiaries (except for (A) employment agreements on customary terms that are terminable on less than thirty (30) days’ notice without payment of severance benefits or penalty or similar payments or (B) ordinary course severance agreements with terminated employees below the vice president level consistent with the terms of Dealertrack’s severance policies in effect as of the date of the Merger Agreement, provided that such severance will be subject to the execution and non-revocation of a release of claims against Dealertrack); Table of Contents • establish, adopt, enter into, amend or terminate any Company Benefit Plan or other plan, trust, fund, policy, agreement or arrangement for the benefit of any current or former directors, officers, employees or independent contractors or any of their beneficiaries, except for amendments in the ordinary course of business consistent with past practice that do not in any manner materially increase the cost to Dealertrack or its subsidiaries; • take any action to fund or accelerate the payment of compensation or benefits under any Company Benefit Plan; • adopt, enter into, establish, amend or terminate any collective bargaining agreement or other arrangement relating to union or organized employees; • terminate the employment of any executive officer of Dealertrack, other than for cause; or • hire or promote any employee other than hires or promotions in the ordinary course of business consistent with past practice below the level of vice president with a total annual cash compensation (base salary plus annual target bonus opportunity) below $200,000; • grant, confer or award options, convertible securities, restricted stock, restricted stock units or other rights to acquire any of Dealertrack’s or its subsidiaries’ capital stock or any right to receive cash based on the value of its subsidiaries’ capital stock, or take any action not otherwise expressly contemplated by the Merger Agreement to accelerate the vesting of or cause to be exercisable any otherwise unvested or unexercisable option or other equity or equity-based award; • acquire or permit its subsidiaries to acquire any entity, business or material portion of the assets of any person except for acquisitions of inventory in the ordinary course of business consistent with past practice; • incur any indebtedness for borrowed money, or issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company, except for (A) short-term debt incurred pursuant to the Credit Agreement (as defined below) in the ordinary course of business consistent with past practice to fund working capital requirements, and in no event in excess of $5,000,000 in the aggregate, and (B) any indebtedness among the Company and its subsidiaries, or redeem, repurchase, prepay, defease, guarantee, cancel or otherwise acquire for value any such indebtedness, debt securities or warrants or other rights;

Conduct of Business Pending the Merger. SECTION 5.01. 5.1 Conduct of Business by CBS the Company Pending the Merger. CBS covenants and agrees that, between Between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Section 8.1, except as consented to by Parent in writing (w) as contemplated by this Agreement or as set forth in Section 5.01 of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or withheld, delayed, provided that CBS may not amend or otherwise modify conditioned), (i) the terms Company shall, and shall cause the Company Subsidiaries to, conduct the businesses of the CBS Series B Preferred Stock to be received by Gaylord pursuant to Company and the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, Company Subsidiaries only in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent in all material respects with past practicepractice and in compliance in all material respects with all applicable Laws; and CBS and its subsidiaries (ii) the Company shall use their its commercially reasonable best efforts to preserve substantially intact CBS's the business organizationorganization of the Company and the Company Subsidiaries, to keep available the services of the current officers, employees employees, and consultants of CBS the Company and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) Company Subsidiaries and to preserve the current relationships of CBS the Company and its subsidiaries the Company Subsidiaries with customers, suppliers, distributors, dealerslicensors, suppliers licensees, and other persons with which CBS and its subsidiaries have the Company or any of the Company Subsidiaries has significant business relations; and (iii) the Company shall not, and shall cause the Company Subsidiaries not to, take any action which would adversely affect or is reasonably likely to delay in any material respect the ability of either Parent or the Company to obtain any necessary approvals of any regulatory agency or other Governmental Authority required for the transactions contemplated hereby, provided that an action with respect to the matters specifically listed in Section 5.1(a) to (t) will not constitute a breach of this Section 5.1(i) to (iii) if it complies with the requirements set out therein. By way Except as stated in the immediately preceding sentence, without limiting the generality of amplification and not limitationthe foregoing, no Acquired Company shall, between the date of this Agreement and the earlier of the Effective Time, CBS will not do, Time and will not permit any the termination of its subsidiaries to dothis Agreement in accordance with Section 8.1, directly or indirectly, do, or agree to do, any of the following except in compliance with without the exceptions listed aboveprior written consent (such consent not to be unreasonably withheld, delayed, or conditioned) of Parent:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees The Company has agreed that, between from the date of this the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement pursuant to its terms, except as expressly provided by the Merger Agreement or required by applicable legal requirements or to the extent necessary to comply with any obligation under any contracts made available to Parent on or prior to the date of the Merger Agreement, as consented to in writing by Parent (which consent may not be unreasonably withheld, conditioned or delayed), in connection with any action taken, or omitted to be taken, pursuant to any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester or any other legal requirement, decree, judgment, injunction or other order, directive, guidelines or TABLE OF CONTENTS recommendations by any governmental body in connection with or in response to COVID-19 (collectively, “COVID-19 Measures”) or which is taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, or as disclosed prior to execution of the Merger Agreement in the Company’s confidential disclosure schedules, it will, and it will cause each of its subsidiaries to, use commercially reasonable efforts to (i) conduct its business in the ordinary course consistent with past practice and (ii) preserve intact its material assets, properties, contracts, licenses and business organization and to preserve satisfactory business relationships with licensors, licensees, lessors, governmental bodies and others having material business dealings with the Company. In addition, the Company will not, and will cause its subsidiaries not to, among other things and subject to specified exceptions (including specified ordinary course exceptions and, in the case of the sixth and twelfth bullets below, an exception for any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion): • establish a record date for, declare, set aside, pay any dividend or make any other distribution in respect of any shares of its equity interests; • repurchase, redeem or otherwise reacquire any of its equity interests, or any rights, warrants or options to acquire any of its equity interests or any restricted stock units, subject to certain exceptions set forth in the Merger Agreement; ​ • split, combine, subdivide or reclassify any Shares or other equity interests; ​ • sell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, grant, delivery, pledge, transfer or encumbrance of (A) any capital stock, equity interest or other security, (B) any option, call, warrant, restricted securities, restricted stock unit, stock appreciation rights, incentive award measured based on the Shares or similar equity or equity-based awards with respect to the Company or any of its subsidiaries or right to acquire any capital stock, voting securities, equity interest or other security or (C) any instrument convertible into, exchangeable for or settled in any capital stock, voting securities, equity interest or other security (except that the Company may issue Shares as required to be issued upon the exercise of Company Options outstanding as of the date of the Merger Agreement and the Effective Time, except (w) as contemplated by this Agreement vesting or as set forth in Section 5.01 settlement of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, Company RSUs or the exercise of any put rights, call rights, rights Company Warrants outstanding as of first refusal and other similar rightsthe date of the Merger Agreement, in each case under agreements in existence on the date of this Agreement and otherwise case, in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practicetheir terms); and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to do, directly or indirectly, any of the following except in compliance with the exceptions listed above:​ •

Conduct of Business Pending the Merger. SECTION 5.014.1. Conduct CONDUCT OF BUSINESS OF THE COMPANY PENDING THE MERGER. Except as set forth in Section 4.1 of Business by CBS Pending the Merger. CBS Company Disclosure Schedule, the Company covenants and agrees that, during the period from the date hereof to the Effective Time (except as otherwise contemplated by the terms of this Agreement), unless Parent shall otherwise agree in writing in advance, the businesses of the Company and its Subsidiaries shall be conducted only in the usual and ordinary course of business in substantially the same manner as heretofore conducted and in compliance with applicable laws; and the Company and its Subsidiaries shall each use all commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the present officers and employees of the Company and its Subsidiaries (subject to prudent management of workforce needs and ongoing programs currently in force), to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers, distributors and other Persons with which the Company or any of its Subsidiaries has significant business relations, to maintain and keep its material Assets in good repair and condition (subject to ordinary wear and tear), to maintain supplies and inventories in quantities consistent with past practice and, with respect to any hedging and energy trading transactions, to comply with prudent policies, practices and procedures with respect to risk management and trading limitations, including the Company Trading Guidelines. The Company and its Subsidiaries will manage their commodity price risk exposure with respect to their respective gathering, processing, transportation and storage contracts in accordance with prudent risk management guidelines to be developed and mutually agreed to by the Company and Parent as promptly as practicable after the date hereof. From time to time prior to the Effective Time, the Company will allow Parent and its representatives reasonable access to the energy trading operations, as well as gathering, processing, transportation and storage contracting operations, of the Company and its Subsidiaries and their respective books and records, and develop appropriate procedures to permit Parent and its representatives to monitor the Company's and its Subsidiaries' compliance with the Company Trading Guidelines and the other risk management guidelines agreed to by the parties. The Company will not amend or rescind the Company Trading Guidelines or the other risk management guidelines agreed to by the parties. By way of amplification and not limitation, neither the Company nor any of its Subsidiaries shall, except as set forth in Section 4.1 of the Company Disclosure Schedule and as otherwise contemplated by the terms of this Agreement, between the date of this Agreement and the Effective Time, except (w) as contemplated by this Agreement directly or as set forth in Section 5.01 of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Timeindirectly do, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries propose or commit to do, directly or indirectly, any of the following except in compliance with without the exceptions listed aboveprior written consent of Parent:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct Except as disclosed prior to execution of Business by CBS Pending the Merger. CBS covenants and agrees thatMerger Agreement, between the date of this Agreement and the Effective Time, except (w) as contemplated by this Agreement or as set forth in Section 5.01 of the CBS Disclosure Schedulemay be required by law, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify permitted by the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Merger Agreement, without the written consent of Viacomor unless Parent has otherwise agreed in writing, and (z) for the exercise of optionsTasty Baking has agreed that, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on from the date of this the Merger Agreement and otherwise in accordance with until the terms Effective Time or until the termination of this the Merger Agreement, the business of CBS Tasty Baking will and will cause its subsidiaries shall be conducted only in, and CBS and to: • conduct its subsidiaries shall not take any action except in, business in the ordinary course of business and in a manner consistent with recent past practice; and CBS and its subsidiaries shall • use their reasonable best efforts to preserve substantially intact CBS's the business organization, ; • use reasonable best efforts to keep available the services of the current officers, employees officers and consultants of CBS employees; and its subsidiaries (provided that the foregoing covenant to • use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current present relationships of CBS and its subsidiaries with customers, suppliers, distributors, dealerslicensors, suppliers licensees and other persons others having business relationships with which CBS Tasty Baking and its subsidiaries have significant business relationssubsidiaries. By way In addition, except as disclosed prior to execution of amplification and not limitationthe Merger Agreement or as agreed to in writing by Xxxxxx, between from the date of this the Merger Agreement and until the Effective Time, CBS Tasty Baking will not donot, and will not permit its subsidiaries to, among other things and subject to certain exceptions: • amend its articles of incorporation, by-laws or other organizational documents; • issue, grant, sell, pledge or dispose of or encumber any shares of capital stock of Tasty Baking or any of its subsidiaries, other than the issuance of Shares upon the exercise of outstanding options and other equity awards; • declare, set aside or pay dividends, whether in cash, stock, property or otherwise, or enter into any contract with respect to the voting of, any capital stock (other than dividends from a direct or indirect wholly-owned subsidiary); • split, combine or reclassify or amend the terms of its capital stock; • repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire capital stock of Tasty Baking; • except as required by any Tasty Baking benefit plan or contractual commitment in effect as of the date of the Merger Agreement: • increase the compensation or benefits for current or former directors, officers or employees; • enter into or materially amend any existing, employment, severance, retention or change in control agreements with any current or former officers or employees; • promote any employees, except in connection with the annual compensation review cycle or as a result of a termination or resignation; 24 Table of Contents • establish, adopt, enter into, amend, terminate, exercise any discretion under or take any action to accelerate rights under Tasty Baking employee plans or make any contribution to the Tasty Baking employee plans other than as required by law; • establish, adopt, enter into or amend in any material respect any collective bargaining agreement or other agreement with any labor organization; or • take any action to accelerate any rights or benefits or make any wage determinations with respect to any collective bargaining or labor agreement; • acquire any business or divisions thereof; • make any loans, advances or capital contributions to or investments in any entity in excess of $100,000 in the aggregate, except for loans to or acquisitions from independent sales distributors in the ordinary course of business; • transfer, license, sell, lease or otherwise dispose of or subject to any lien (other than a permitted lien) any assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise), including the capital stock or other equity interests in any subsidiary of Tasty Baking, subject to certain exceptions; • adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; • incur any new indebtedness for borrowed money (except for borrowings under Tasty Baking’s revolving credit facility) or guarantee any such indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Tasty Baking or its subsidiaries, or guarantee any debt securities of another person; • institute, settle or compromise any legal actions pending or threatened before any arbitrator, court or other governmental entity involving the payment of monetary damages by Tasty Baking or its subsidiaries of any amount exceeding $100,000 in the aggregate, subject to docertain exceptions; • make any material change in any method of financial accounting principles or practices, directly in each case except for any such change required by a change in GAAP or indirectlyapplicable law; • enter into any agreement for any capital expenditures having a value in excess of $100,000; • terminate, cancel or renew (except pursuant to automatic renewal provisions) any material contract, or any lease, sublease or other contract with respect to material leased real estate or enter into any existing contract or agreement that if existing on the date of the Merger Agreement would be a material contract or a material lease or sublease or other material contract with respect to real property; • make or change material tax elections and take actions with respect to other tax matters; • except in specified circumstances, take any action to exempt any person from, or make any acquisition of Tasty Baking’s capital stock by any person not subject to, any state takeover statute or similar statute or regulation that applies to Tasty Baking with respect to a takeover proposal or otherwise; • abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to material intellectual property; or • agree or commit to do any of the following except things described in compliance with the exceptions listed above:preceding bullet points.

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees Loxo Oncology has agreed that, between from the date of this the Merger Agreement until the earlier of the date on which Purchaser first irrevocably accepts for purchase the Shares tendered in the Offer, (the “Offer Closing Time”) and the Effective Timetermination of the Merger Agreement in accordance with its terms, except as expressly provided by the Merger Agreement or as disclosed prior to execution of the Merger Agreement in Loxo Oncology’s confidential Disclosure Letter delivered to Lilly in connection with the Merger Agreement, Loxo Oncology will, and will cause Loxo Oncology’s subsidiary to, conduct its business in the ordinary course and use commercially reasonable efforts to (wi) preserve intact its present business organization, (ii) keep available the services of its present executive officers and key employees, including employees at the vice president level and above and (iii) preserve its present relationships and goodwill with customers, suppliers, licensors, licensees, distributors, contractors, partners and others having material business dealings with it. Loxo Oncology has further agreed that, from the date of the Merger Agreement to the earlier of the Offer Closing Time or the termination of the Merger Agreement in accordance with its terms, except as contemplated expressly provided for by this the Merger Agreement or as set forth in Section 5.01 prior to execution of the CBS Disclosure ScheduleMerger Agreement in Loxo Oncology’s confidential disclosure letter, Loxo Oncology will not do any of the following without the prior written consent of Lilly (x) as Viacom shall otherwise agree in advance in writing, which agreement consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), among other things and subject to specified exceptions (yincluding specified ordinary course exceptions): • enter into any new material line of business or enter into any agreement, arrangement or commitment that materially limits or otherwise restricts Loxo Oncology or its affiliates (as further described in Section 5.01(a) for actions taken in connection with the consummation of the acquisitions Merger Agreement), from time to time from engaging or competing in any line of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties business or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend in any geographic area or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreemententer into any agreements, without the written consent of Viacomarrangements or commitments imposing material restrictions on Loxo Oncology’s assets, and (z) for the exercise of optionsoperations or business; • declare, warrants and similar securities which would otherwise expire prior to the Effective Timeset aside, establish a record date in respect of, accrue, or the exercise pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of any put rightsLoxo Oncology capital stock; • split, call rights, rights combine or reclassify any Loxo Oncology capital stock or issue or authorize the issuance of first refusal and any other similar rightssecurities in respect of, in each case under agreements lieu of or in existence on the date substitution for shares of this Agreement and Loxo Oncology’s capital stock; • repurchase, redeem, offer to redeem or otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to doacquire, directly or indirectly, any shares of capital stock of Loxo Oncology or any options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire any such shares of capital stock except for (A) acquisitions of shares of Loxo Oncology common stock in connection with the surrender of shares of Loxo Oncology common stock by holders of Loxo Oncology stock options in order to pay the exercise price of Loxo Oncology stock options, (B) the withholding of shares of Loxo Oncology common stock to satisfy tax obligations with respect to awards granted pursuant to the Loxo Oncology stock plans and Table of Contents (C) the acquisition by Loxo Oncology of Loxo Oncology stock options in connection with the forfeiture of such awards, in each case in accordance with their terms; • issue, grant, deliver, sell, authorize, pledge or otherwise encumber any shares of Loxo Oncology capital stock or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire such shares, any bonds, debentures, notes or other indebtedness having the right to vote or any other rights that give any person the right to receive any economic interest of a nature accruing to the holders of Loxo Oncology common stock, other than issuances of Loxo Oncology common stock upon the exercise of Loxo Oncology stock options in accordance with their terms; • amend its certificate of incorporation or bylaws or other comparable organizational documents (except for immaterial or ministerial amendments); • form any subsidiary or acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the following assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other person (other than Loxo Oncology), if the aggregate amount of consideration paid or transferred by Loxo Oncology or Loxo Oncology’s subsidiary would exceed $250,000; • adopt, enter into, establish, terminate, amend or modify any collective bargaining agreement, benefit plan or benefit agreement, or any plan or arrangement that would be a benefit plan or benefit agreement if in effect as of January 5, 2019; • xxxxx to any director, employee or individual service provider any increase in compensation; • xxxxx to any director, employee or individual service provider any increase in severance or termination pay; • pay or award, or commit to pay or award, any bonuses or incentive compensation; • enter into any employment, retention, consulting, change in control, severance or termination agreement with any director, employee or individual service provider; • take any action to accelerate any rights or benefits under any benefit plan or benefit agreement, or the funding of any payments or benefits under any benefit plan or benefit agreement; • terminate the employment or service of any employee or individual service provider of Loxo Oncology whose total annual base salary equals or exceeds $100,000, other than for cause; • hire any employee or individual service provider whose total annual base salary would equal or exceed $100,000; • make any change in accounting methods, principles or practices, except as may be required (i) by GAAP (or any authoritative interpretation thereof), 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 promulgated under the Securities Act of 1933, as amended, in compliance each case as agreed to by Loxo Oncology’s independent public accountants; • sell, lease (as lessor), license or otherwise transfer (including through any “spin-off”), or pledge, encumber or otherwise subject to any lien (other than a permitted lien), any properties or assets (other than intellectual property) except (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business, (ii) pursuant to contracts to which Loxo Oncology is a party made available to Lilly and in effect prior to the date of the Merger Agreement or (iii) properties or assets having a fair market value of less than $250,000 in the aggregate; • sell, assign, license or otherwise transfer any intellectual property owned by Loxo Oncology, except (i) for licenses (including sublicenses) to intellectual property granted in the ordinary course of Table of Contents business, (ii) pursuant to contracts to which Loxo Oncology is a party made available to Lilly and in effect prior to January 5, 2019, or (iii) abandonment or other disposition of any of Loxo Oncology’s intellectual property at the end of the applicable statutory term, in the ordinary course of prosecution or otherwise in the ordinary course of business; • incur or materially modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another person; • issue or sell any debt securities or warrants or other rights to acquire any debt securities of Loxo Oncology, guarantee any debt securities of another Person; • enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, in each case other than (A) interest rate and other hedging arrangements on customary commercial terms in the ordinary course of business or (B) short-term borrowings incurred in the ordinary course of business not in excess of $250,000 in aggregate principal amount outstanding at any one time; • make any loans, advances or capital contributions to, or investments in, any other person, other than to or in (A) Loxo Oncology, (B) any acquisition not in violation of the Merger Agreement or (C) any person pursuant to any advancement obligations under Loxo Oncology’s certificate of incorporation or bylaws or indemnification agreements as in effect on or prior January 5, 2019; • other than in accordance with Loxo Oncology’s capital expenditure budget made available to Lilly, make or agree to make any capital expenditure or expenditures that in the aggregate are in excess of the amount specified in the Disclosure Letter; • pay, discharge, settle, compromise or satisfy (i) any pending or threatened claims, liabilities or obligations relating to a legal proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $250,000 individually or $500,000 in the aggregate or (ii) any litigation, arbitration, proceeding or dispute that relates to the Transactions; • make, change or revoke any material tax election, change any annual tax accounting period or adopt or change any material method of tax accounting, file any amended material tax return, enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law), or settle or compromise any material tax liability or refund; • amend, cancel or terminate any material insurance policy naming Loxo Oncology or Loxo Oncology’s subsidiary as an insured, a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; • adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); • abandon, cancel, fail to renew or permit to lapse (A) any of Loxo Oncology’s material registered intellectual property or (B) any of Loxo Oncology’s material registered intellectual property that is exclusively licensed to Loxo Oncology to the extent that Loxo Oncology has the right to take or cause to be taken such action pursuant to the terms of the applicable contract under which such intellectual property is licensed to Loxo Oncology; • fail to renew (to the extent renewable at the option of Loxo Oncology) or terminate any contract under which material intellectual property is licensed to Loxo Oncology; • disclose to any third party, other than under a confidentiality agreement or other legally binding confidentiality undertaking, any trade secret of Loxo Oncology that is included in Loxo Oncology’s intellectual property in a way that results in loss of material trade secret protection thereon, except for any such disclosures made as a result of a publication of a patent application filed by Loxo Oncology or in connection with any required regulatory filing; Table of Contents • sell, transfer, license or otherwise encumber any of Loxo Oncology’s intellectual property other than non-exclusive licenses ancillary to research, development, manufacture, clinical testing, sale, distribution and commercialization activities relating to products or services entered into in the ordinary course of business; • except as is in the ordinary course of business, enter into, terminate or modify in any material respect, or expressly release any material rights under, specified material contracts or any contract that, if existing on January 5, 2019, would have been a specified material contract; • participate in any scheduled meetings or scheduled teleconferences with, or correspond in writing, communicate or consult with the exceptions listed above:FDA or any similar governmental entity without providing Lilly with prior written notice and, within 24 hours from the time such written notice is delivered, the opportunity to consult with Loxo Oncology with respect to such correspondence, communication or consultation, in each case to the extent permitted by applicable law; • commence any clinical study of which Xxxxx has not been informed prior to January 5, 2019; • unless required by any regulatory authority, discontinue, terminate or suspend any ongoing clinical study; • discontinue, terminate or suspend any ongoing IND-enabling preclinical study without first consulting with Xxxxx in good faith; or • authorize, commit or agree to take any of the foregoing actions.

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees The Company has agreed that, between during the period from the date of this the Merger Agreement until the earlier of the Offer Acceptance Time and the Effective Timetermination of the Merger Agreement pursuant to its terms (the “Pre-Closing Period”), except (wi) as required or otherwise contemplated under the Merger Agreement, (ii) as required by this Agreement applicable legal requirements, (iii) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned (unless the Company reasonably believes that obtaining such consent may violate any law, including the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, state antitrust laws, and all other applicable legal requirements and regulations (including non-U.S. laws and regulations) issued by a Governmental Body that are designed or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly (collectively, “Antitrust Laws”)) (iv) in connection with necessary repairs due to breakdown or casualty, or other actions taken in response to a business emergency or other unforeseen operational matters or (v) as set forth in Section 5.01 the Company’s confidential disclosure schedule, the Company will conduct in all material respects its business and operations in the ordinary course and will promptly notify Parent of any knowledge of the CBS Disclosure Schedulereceipt of any notice from any person, entity or governmental body (xa “Person”) as Viacom shall otherwise agree alleging that the consent of such Person is or may be required in advance connection with any of the transactions contemplated by the Merger Agreement and any legal proceeding commenced or, to its knowledge threatened in writing, relating to or involving the Company that relates to the consummation of the transactions contemplated by the Merger Agreement. The Company has further agreed that it will, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and to preserve its relationships and goodwill with material suppliers, material customers, Governmental Bodies and other material business relations. The Company has further agreed that, during the Pre-Closing Period, except (i) as required or otherwise contemplated under the Merger Agreement, as required by applicable legal requirements or to the extent necessary to comply with contractual obligations, (ii) with the written consent of Parent, which agreement consent shall not be unreasonably withheld withheld, delayed or delayedconditioned (unless the Company reasonably believes that obtaining such consent may violate any legal requirement, including any Antitrust Law), (yiii) for in connection with necessary repairs due to service outage, or other actions taken in connection with response to a business emergency or other unforeseen operational matters or (iv) as set forth in the consummation of Company’s confidential disclosure schedule, the acquisitions of King WorldCompany will not, Outdoor Systemsamong other things and subject to specified exceptions as set forth in the Merger Agreement: • establish a record date for, Inc. and of the subsidiaries of Xxxxxxx that own KTVTdeclare, Dallasaccrue, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties set aside or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Timepay any dividends on, or the exercise of make any put rightsother distributions in respect of, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any shares of its subsidiaries to do, directly or indirectly, any of the following except in compliance with the exceptions listed above:capital stock;

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees ARMO has agreed that, between from the date of this the Merger Agreement until the earlier of the date on which Purchaser first irrevocably accepts for purchase the Shares tendered in the Offer, (the “Offer Closing Date”) and the Effective Timetermination of the Merger Agreement in accordance with its terms, except as expressly provided by the Merger Agreement or as disclosed prior to execution of the Merger Agreement in ARMO’s confidential disclosure letter delivered to Lilly in connection with the Merger Agreement, ARMO will conduct its business in the ordinary course and use commercially reasonable efforts to (wi) preserve intact its present business organization, (ii) keep available the services of its present executive officers and key employees and (iii) preserve its present relationships and goodwill with customers, suppliers, licensors, licensees, distributors, contractors, partners and others having material business dealings with it. ARMO has further agreed that, from the date of the Merger Agreement to the earlier of the Offer Closing Date or the termination of the Merger Agreement in accordance with its terms, except as contemplated expressly provided for by this the Merger Agreement or as set forth in Section 5.01 prior to execution of the CBS Disclosure ScheduleMerger Agreement in ARMO’s confidential disclosure letter, ARMO will not do any of the following without the prior written consent of Lilly (x) as Viacom shall otherwise agree in advance in writing, which agreement consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), among other things and subject to specified exceptions (yincluding specified ordinary course exceptions): • enter into any new material line of business or enter into any agreement, arrangement or commitment that materially limits or otherwise restricts ARMO or its affiliates (as further described in Section 5.01(a) for actions taken in connection with the consummation of the acquisitions Merger Agreement), from time to time from engaging or competing in any line of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties business or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend in any geographic area or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreemententer into any agreements, without the written consent of Viacomarrangements or commitments imposing material restrictions on ARMO’s assets, and (z) for the exercise of optionsoperations or business; • declare, warrants and similar securities which would otherwise expire prior to the Effective Timeset aside, establish a record date in respect of, accrue, or the exercise pay any dividends on, or make any other distribution (whether in cash, stock, equity securities or property) in respect of any put rightsARMO capital stock; • split, call rights, rights combine or reclassify any ARMO capital stock or issue or authorize the issuance of first refusal and any other similar rightssecurities in respect of, in each case under agreements lieu of or in existence on the date substitution for shares of this Agreement and ARMO’s capital stock; • repurchase, redeem, offer to redeem or otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to doacquire, directly or indirectly, any shares of capital stock of ARMO or any options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire any such shares of capital stock except for (A) acquisitions of shares of ARMO common stock in connection with the surrender of shares of ARMO common stock by holders of ARMO stock options in order to pay the exercise price of ARMO stock options, (B) the withholding of shares of ARMO common stock to satisfy tax obligations with respect to awards granted pursuant to the ARMO stock plans and (C) the acquisition by ARMO of ARMO stock options in connection with the forfeiture of such awards, in each case in accordance with their terms; • issue, grant, deliver, sell, authorize or pledge or otherwise encumber any shares of capital stock or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire such shares, any bonds, debentures, note or other indebtedness having the right to vote or any other rights that give any person the right to receive any economic interest of a nature accruing to the holders of ARMO common stock, other issuances of ARMO common stock upon the exercise of ARMO stock options in accordance with their terms; • amend its certificate of incorporation or bylaws or other comparable organizational documents (except for immaterial or ministerial amendments); • form any subsidiary or acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the following assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other person (other than ARMO), if the aggregate amount of consideration paid or transferred by ARMO would exceed $250,000; Table of Contents • adopt, enter into, establish, terminate, amend or modify any collective bargaining agreement, benefit plan or benefit agreement, or any plan or arrangement that would be a benefit plan or benefit agreement if in effect as of May 9, 2018; • xxxxx to any director, employee or individual service provider any increase in compensation; • xxxxx to any director, employee or individual service provider any increase in severance or termination pay; • pay or award, or commit to pay or award, any bonuses or incentive compensation; • enter into any employment, retention, consulting, change in control, severance or termination agreement with any director, employee or individual service provider; • take any action to accelerate any rights or benefits under any benefit plan or benefit agreement, or the funding of any payments or benefits under any benefit plan or benefit agreement; • terminate the employment or service of any employee or individual service provider of ARMO whose total annual compensation exceeds $100,000, other than for cause; • hire any employee or individual service provider whose total annual compensation would exceed $100,000; • make any change in accounting methods, principles or practices, except as may be required (i) by GAAP (or any authoritative interpretation thereof), 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 promulgated under the Securities Act of 1933, as amended, in compliance each case as agreed to by XXXX’s independent public accountants; • sell, lease (as lessor), license or otherwise transfer (including through any “spin-off”), or pledge, encumber or otherwise subject to any lien (other than a permitted lien), any properties or assets (other than intellectual property) except (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business, (ii) pursuant to contracts to which ARMO is a party made available to Lilly and in effect prior to the date of the Merger Agreement or (iii) properties or assets having a fair market value of less than $250,000 in the aggregate; • sell, assign, license or otherwise transfer any of intellectual property owned by XXXX, except (i) for licenses (including sublicenses) to intellectual property granted in the ordinary course of business, (ii) pursuant to contracts to which ARMO is a party made available to Lilly and in effect prior to May 9, 2018, or (iii) abandonment or other disposition of any of ARMO’s intellectual property at the end of the applicable statutory term, in the ordinary course of prosecution or otherwise in the ordinary course of business; • incur or materially modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another person; • issue or sell any debt securities or warrants or other rights to acquire any debt securities of ARMO, guarantee any debt securities of another Person; • enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, in each case other than (A) interest rate and other hedging arrangements on customary commercial terms in the ordinary course of business consistent with past practice or (B) short-term borrowings incurred in the ordinary course of business not in excess of $250,000 in aggregate principal amount outstanding at any one time; • make any loans, advances or capital contributions to, or investments in, any other person, other than to or in (A) ARMO, (B) any acquisition not in violation of the Merger Agreement or (C) any person pursuant to any advancement obligations under ARMO’s certificate of incorporation or bylaws or indemnification agreements as in effect on or prior May 9, 2018; Table of Contents • other than in accordance with ARMO’s capital expenditure budget made available to Lilly, make or agree to make any capital expenditure or expenditures that in the aggregate are in excess of $250,000; • pay, discharge, settle, compromise or satisfy (i) any pending or threatened claims, liabilities or obligations relating to a legal proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $250,000 individually or $500,000 in the aggregate or (ii) any litigation, arbitration, proceeding or dispute that relates to the Transactions; • make, change or revoke any material tax election, change any annual tax accounting period or adopt or change any material method of tax accounting, file any amended material tax return, enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law), or settle or compromise any material tax liability or refund; • amend, cancel or terminate any material insurance policy naming ARMO as an insured, a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; • adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); • abandon, cancel, fail to renew, permit to lapse (A) any of ARMO’s registered intellectual property or (B) any of ARMO’s material registered intellectual property that is exclusively licensed to ARMO to the extent that ARMO has the right to take or cause to be taken such action pursuant to the terms of the applicable contract under which such intellectual property is licensed to ARMO; • fail to renew, terminate or permit to lapse any contract under which material intellectual property is licensed to ARMO; • disclose to any third party, other than under a confidentiality agreement or other legally binding confidentiality undertaking, any trade secret of ARMO that is included in ARMO’s intellectual property in a way that results in loss of material trade secret protection thereon, except for any such disclosures made as a result of a publication of a patent application filed by ARMO or in connection with any required regulatory filing; • sell, transfer, license or otherwise encumber any of ARMO’s material intellectual property other than non-exclusive licenses ancillary to research, development, manufacture, clinical testing, sale, distribution and commercialization activities relating to products or services entered into in the ordinary course of business consistent with past practice; • except as is in the ordinary course of business, enter into, terminate or modify in any material respect, or release any material rights under, specified material contracts or any contract that, if existing on May 9, 2018, would have been a specified material contract; • participate in any scheduled meetings or teleconferences with, or correspond in writing, communicate or consult with the exceptions listed above:FDA or any similar governmental entity without providing Lilly with prior written notice and, within 24 hours from the time such written notice is delivered, the opportunity to consult with ARMO with respect to such correspondence, communication or consultation, in each case to the extent permitted by applicable law; or • authorize, commit or agree to take any of the foregoing actions.

Conduct of Business Pending the Merger. SECTION 5.01. 6.1 Conduct of Business by CBS the Company Pending the Merger. CBS covenants From and agrees that, between after the date of this Agreement and the Effective Timehereof, except (w) as contemplated by this Agreement or as set forth in Section 5.01 of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, except as contemplated by this Merger Agreement (including Section 6.2) or by the exercise of any put rights, call rights, rights of first refusal Company's budgets and other similar rights, plans heretofore made available to Parent and except for the matters set forth in each case under agreements the Company Disclosure Schedule or unless Parent shall otherwise agree in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreementwriting, the business of CBS and its subsidiaries shall be conducted only inCompany shall, and CBS shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and its subsidiaries shall not take any action except in, the ordinary course of in substantially the same manner as heretofore conducted, and to use all reasonable efforts to conduct their business and in a manner consistent with past practice; the budgets and CBS plans heretofore made available to Parent and shall, and shall cause its subsidiaries shall Subsidiaries to, use their all reasonable best efforts to preserve substantially intact CBS's their present business organizationorganizations, to keep available the services of the current officers, their employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current their relationships of CBS and its subsidiaries with customers, distributorssuppliers, dealerslicensors, suppliers licensees, distributors and other persons others having business dealings with which CBS them to the end that their goodwill and on-going businesses shall not be impaired in any material respect at the Effective Time; provided, however, that (i) the resignation of one or more officers of the Company or any of its subsidiaries Subsidiaries shall not be deemed a breach of the foregoing requirement and (ii) the loss of one or more customers of the Company or any of its Subsidiaries shall not be deemed a breach of the foregoing requirement unless such loss would have significant business relationsa Company Material Adverse Effect. By way Without limiting the generality of amplification the foregoing, and not limitationexcept as contemplated by this Merger Agreement (including Section 6.2) or by the Company's budgets and plans heretofore made available to Parent and except for the matters set forth in the Company Disclosure Schedule or unless Parent shall otherwise agree in writing, between the date of this Agreement and prior to the Effective Time, CBS will the Company shall not do, and will shall not permit any of its subsidiaries to do, directly or indirectly, any of the following except in compliance with the exceptions listed aboveSubsidiaries to:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct Certain covenants in the Merger Agreement restrict the conduct of Business by CBS Pending the Merger. CBS covenants and agrees that, Science 37’s business between the date of this the Merger Agreement and the Effective Time, except . Except (wi) as contemplated by this Agreement or expressly required under the Merger Agreement, (ii) as set forth in Section 5.01 of the CBS Disclosure Schedule, Science 37’s confidential disclosures to Parent or (xiii) as Viacom shall otherwise agree in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation prior written consent of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas Parent (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld withheld, conditioned or delayed), provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on from the date of this the Merger Agreement until the earlier of the Effective Time and otherwise in accordance with termination of the terms of this Merger Agreement, the business Science 37 will and will cause each of CBS and its subsidiaries shall be conducted to conduct its operations only in, and CBS and its subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice; , and CBS and use its subsidiaries shall use their commercially reasonable best efforts to preserve substantially intact CBS's business organization, to keep available the services of the current officers, employees and consultants of CBS Science 37 and each of its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the goodwill and current relationships of CBS Science 37 and each of its subsidiaries with customers, distributors, dealers, TABLE OF CONTENTS suppliers and other persons with which CBS and Science 37 or any of its subsidiaries have significant has business relationsrelations and maintain and preserve intact its current material operations and material assets. By way Except (i) as expressly required or permitted under the Merger Agreement, (i) as set forth in Science 37’s confidential disclosures to Parent or (ii) with the prior written consent of amplification Parent (not to be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement until the earlier of the Effective Time or termination of the Merger Agreement, Science 37 will not, and will not limitationpermit its subsidiaries to, between the date of this the Merger Agreement and the earlier of the Effective TimeTime and the termination of the Merger Agreement in accordance with its terms, CBS will directly or indirectly, take any of the following actions without the prior written consent of Parent (not doto be unreasonably withheld, and will not permit conditioned or delayed): • amend its certificate of incorporation or bylaws or equivalent organizational or governing documents (including by merger, consolidation or otherwise); ​ • issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of, or other equity interests in, Science 37 or any of its subsidiaries of any class, or securities convertible into, or exchangeable or exercisable for, any shares of such capital stock or other equity interests, or any options, warrants or other rights of any kind to doacquire any shares of such capital stock or other equity interests or such convertible or exchangeable securities of Science 37 or any of its subsidiaries, other than the issuance of Shares upon the exercise of Company Stock Options and settlement of Company RSUs outstanding as of the date of the Merger Agreement in accordance with their existing terms; ​ • sell, pledge, dispose of, transfer, lease, license, guarantee or encumber any property or assets of Science 37 or any of its subsidiaries (other than intellectual property), except (i) sales of inventory and licensing of technology in the ordinary course of business, (ii) pursuant to the express terms of any Company Material Contract in effect as of the Merger Agreement, or (iii) the sale or disposition of property or assets with a fair market value not in excess of $100,000 individually or $200,000 in the aggregate ​ • sell, assign, pledge, transfer, license, abandon, or otherwise dispose of any intellectual property of Science 37 or any of its subsidiaries, except (i) the abandonment, in the ordinary course of business, of intellectual property owned by Science 37 that in Science 37’s reasonable business judgment is no longer used or useful in the business of Science 37 and its subsidiaries and is no longer commercially practicable to maintain, and (ii) the non-exclusive licensing or sublicensing of Science 37’s intellectual property to affiliates, customers, distributors, and customers in the ordinary course of business ​ • declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its capital stock or other equity interests, except for dividends paid by a wholly-owned subsidiary of Science 37 to Science 37 or another wholly-owned subsidiary of Science 37; ​ • reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests, except (i) with respect to any wholly-owned subsidiary of Science 37, or (ii) the following except acceptance of Shares as payment for withholding taxes incurred in compliance connection with the exceptions listed above:settlement of Company Stock Options and Company RSUs in accordance with past practice and the terms of the applicable Company Equity Plan and applicable award agreement(s); ​ • merge or consolidate Science 37 or any of its subsidiaries with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Science 37 or any of its subsidiaries, except with respect to any wholly-owned subsidiary of Science 37; ​ • acquire (including by merger, consolidation, or acquisition of stock or assets) any person (or any business line or division thereof) or assets, other than acquisitions of inventory, materials and other property in the ordinary course of business; ​ • incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any person (other than a wholly-owned subsidiary of Science 37) for borrowed money; ​ TABLE OF CONTENTS • make any loans, advances or capital contributions to, or investments in, any other person (other than any wholly-owned subsidiary of Science 37 and other than advances of patient stipends in the ordinary course of business) in excess of $50,000 in the aggregate; ​ • terminate, cancel or renew, or agree to any material amendment to or waiver under any Company Material Contract, or enter into or amend any contract that, if existing on the date of the Merger Agreement, would be a Company Material Contract, in each case other than in the ordinary course of business; ​ • make any capital expenditure in excess of Science 37’s capital expenditure budget (which includes, without limitation, expenditures for capitalized software) as disclosed to Parent prior to the date of the Merger Agreement, other than capital expenditures that are not, in the aggregate, in excess of $200,000; ​ •

Conduct of Business Pending the Merger. SECTION 5.01. Section 6.01 Conduct of Business by CBS the Company Pending the Merger. CBS covenants and The Company agrees that, between the date of this Agreement and the Effective Time, except (w) as required, permitted or otherwise contemplated by this Agreement or as set forth in Section 5.01 6.01 of the CBS Disclosure Schedule, (x) as Viacom shall otherwise agree in advance in writingSchedule and except with the prior written consent of Parent, which agreement consent shall not be unreasonably withheld withheld, conditioned or delayed, (y) for actions taken in connection with the consummation businesses of the acquisitions of King WorldCompany, Outdoor Systems, Inc. the Operating Partnership and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such Company's other terms and conditions which would not Subsidiaries shall be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacomconducted, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this AgreementCompany, the business of CBS Operating Partnership and its subsidiaries shall be conducted only in, and CBS and its subsidiaries the Company's other Subsidiaries shall not take any action except inexcept, in the ordinary course of business and in a manner consistent with past practice; and CBS and its subsidiaries the Company shall use their its commercially reasonable best efforts to preserve (i) substantially intact CBSthe business organization of the Company, the Operating Partnership and the Company's business organizationother Subsidiaries, to keep available the services of the current its present officers, managers and employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS the Company, the Operating Partnership and its subsidiaries the Company's other Subsidiaries with customers, distributors, dealers, suppliers lessees and other persons Persons with which CBS and its subsidiaries have the Company, the Operating Partnership or any other Subsidiary of the Company has significant business relationsrelations and (ii) the Company's status as a REIT within the meaning of the Code. By way Except as required, permitted or otherwise contemplated by this Agreement or as set forth on Section 6.01 of amplification the Disclosure Schedule, none of the Company, the Operating Partnership and not limitationthe Company's other Subsidiaries shall, between the date of this Agreement and the Effective Time, CBS will not do, and will not permit any of its subsidiaries to do, directly or indirectly, do any of the following except without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that, with respect to consents required by the Company under this Section 6.01, the Company shall send to the Parent Consent Addressees identified in compliance with Section 10.03 a written request for such consent and if Parent does not object in writing within two (2) Business Days after delivery of such initial request for consent, the exceptions listed aboveCompany shall send to the Parent Consent Addressees identified in Section 10.03 a second request for such consent (identified as a second request for consent) and if Parent does not object in writing to such second request for consent within two (2) Business Days after such second request, consent of Parent shall be deemed to have been given:

Conduct of Business Pending the Merger. SECTION 5.01. Conduct of Business by CBS Pending the Merger. CBS covenants and agrees Move has agreed that, between from the date of this the Merger Agreement and until the earlier of the Effective TimeTime or the termination of the Merger Agreement, except (w) as contemplated expressly required by this the Merger Agreement, disclosed prior to execution of the Merger Agreement in Move’s confidential disclosure letter, agreed in writing by Parent or as set forth in Section 5.01 required by law, Move will, and will cause each of the CBS Disclosure Scheduleits subsidiaries to, (xi) as Viacom shall otherwise agree conduct their respective business and operations in advance in writing, which agreement shall not be unreasonably withheld or delayed, (y) for actions taken in connection with the consummation of the acquisitions of King World, Outdoor Systems, Inc. and of the subsidiaries of Xxxxxxx that own KTVT, Dallas, Texas (the "Pending Transactions") on substantially the same terms that have heretofore been agreed between such parties or on such other terms and conditions which would not be reasonably likely to have an impact that is both material and detrimental to CBS and its subsidiaries, taken as a whole, unless Viacom shall have consented thereto, such consent not to be unreasonably withheld or delayed, provided that CBS may not amend or otherwise modify the terms of the CBS Series B Preferred Stock to be received by Gaylord pursuant to the Xxxxxxx Agreement, without the written consent of Viacom, and (z) for the exercise of options, warrants and similar securities which would otherwise expire prior to the Effective Time, or the exercise of any put rights, call rights, rights of first refusal and other similar rights, in each case under agreements in existence on the date of this Agreement and otherwise in accordance with the terms of this Agreement, the business of CBS and its subsidiaries shall be conducted only in, and CBS and its subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice, (ii) use their respective reasonable best efforts to (A) preserve substantially intact their respective business organization, (B) preserve their respective material assets, rights and properties in good repair and condition, (C) preserve satisfactory business relationships and goodwill with their respective material customers, advertisers, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having business dealings with the Company or any of its subsidiaries, and any governmental entity that has jurisdiction over Move or any of its subsidiaries, and (D) prepare and file any required regulatory filings on a manner timely basis consistent with past practice; and CBS and its subsidiaries shall use their reasonable best efforts to preserve substantially intact CBS's business organization(iii) comply in all material respects with all applicable laws. Move has further agreed that, to keep available the services of the current officers, employees and consultants of CBS and its subsidiaries (provided that the foregoing covenant to use reasonable best efforts shall not require CBS to offer retention bonuses to such individuals) and to preserve the current relationships of CBS and its subsidiaries with customers, distributors, dealers, suppliers and other persons with which CBS and its subsidiaries have significant business relations. By way of amplification and not limitation, between from the date of this the Merger Agreement until the earlier of the Effective Time and the Effective Timetermination of the Merger Agreement, CBS except as (i) disclosed prior to execution of the Merger Agreement in Move’s confidential disclosure letter, (ii) expressly required by the Merger Agreement, (iii) required by applicable law or (iv) consented to in writing by Parent (which consent may not be unreasonably withheld, conditioned or delayed), Move will not donot, and will not permit any of cause its subsidiaries not to, among other things and subject to dospecified exceptions (including specified ordinary course exceptions): • issue, directly deliver or indirectly, sell any securities of the following except Company, other than Shares issuable upon exercise of the options or settlement of RSUs, in compliance each case outstanding on the date of the Merger Agreement and in accordance with their terms as of the exceptions listed above:date of the Merger Agreement; • repurchase, redeem or otherwise acquire any securities of the Company or any options, warrants or other rights to acquire any such securities;