Common use of Conduct of Business Prior to Closing Clause in Contracts

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof to the Closing Date, and except as contemplated by this Agreement or with to the extent that Purchaser shall otherwise consent of Buyer, or as required by Applicable Lawin writing, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, shall: (a) carry on its business operate the Business substantially as previously operated and only in the regular and ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; course; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary not purchase or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expendituresproperties, whether real or sellpersonal, lease tangible or intangible, that if acquired would be an Acquired Asset hereunder, and not sell or otherwise dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary real or the Partnership shall mortgage, pledge personal property or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each caseasset that would have been an Acquired Asset hereunder, except in the ordinary course of business and consistent with past practicepractices; (c) subject to casualty and normal wear and tear, maintain the Acquired Assets in current operating condition and state of repair and deliver the Acquired Assets to Purchaser on the Closing Date in such condition, and except as set forth maintain all policies of insurance covering the Acquired Assets in Schedule 4.15 under existing arrangementsamounts and on terms substantially equivalent to those in effect on the date hereof; (d) take all steps reasonably necessary to maintain the Intellectual Property and other intangible assets of Seller; (e) pay all accounts payable in accordance with past practice and collect all accounts receivable in accordance with past practice; (f) comply with all laws applicable to the conduct of the Business of Seller where the failure to comply would have a material adverse effect on the conduct of the Business by Purchaser after Closing; (g) maintain the Books and Records in the usual, regular, and ordinary manner, on a basis consistent with past practices and prepare and file all foreign, federal, state, and local tax returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by such taxing authorities; and (i)h) use reasonable best efforts to preserve the goodwill and patronage of its customers, Employees, suppliers and others having a business relationship with Seller.

Conduct of Business Prior to Closing. During Except as otherwise permitted by this Agreement, during the period from the date of this Agreement through to the Closing Date, except as contemplated by this Agreement or with the consent of BuyerSellers will, or as required by Applicable Law, Seller and will cause the Corporation and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary Subsidiaries to, in all material respects, : (a) use its Commercially Reasonable Efforts to carry on its business the Business in the usual and ordinary course course, consistent with past practice practice, except as permitted by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement will prohibit the Corporation or the Subsidiaries, whether or not in the usual and in compliance in all material respects ordinary course of Business and whether or not consistent with all Applicable Laws; past practices, to pay or prepay any obligation or to pay, distribute or transfer any cash to the Corporation or the Sellers; (b) preserve its present business organization continue in force all existing policies of insurance presently maintained by the Corporation and relationships; (c) keep available maintain insurance on all the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations assets of the Company Clients Corporation and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating Subsidiaries at least to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect levels as they are insured on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date:give all notices and present all claims under all such policies of insurance in a due and timely fashion; (ic) none preserve intact the Business and the Assets, operations and affairs of the Company, its Subsidiary or Corporation and the Partnership shall, take any action impairing its rights in any material Contract Subsidiaries (other than the sale of Assets in the ordinary course of businessthe Business) and use Commercially Reasonable Efforts to preserve for the Buyer the goodwill of suppliers, customers and others having business relations with the Corporation and the Subsidiaries; (iid) none comply in all material respects with Applicable Laws affecting the operation of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicableBusiness and pay all required Taxes; (iiie) except as set forth in subject to Section 2.2(c5.1(a), none above, pay and discharge all liabilities or obligations of the Company, its Subsidiary or Corporation and the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than Subsidiaries in the ordinary and usual course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business Business consistent with past practice, and except for such liabilities or obligations as set forth may be contested by the Corporation or the Subsidiaries in Schedule 4.15 under existing arrangementsgood faith; and (f) not increase the compensation level of any employee, (i)officer or director in any material respect.

Conduct of Business Prior to Closing. During Except for actions taken with the period prior written consent of Purchaser, from the date of this Agreement through Effective Date until the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on conduct its business in the ordinary course consistent with past practice and in compliance in all material respects with past practice, and shall: (a) maintain its business intact, market, promote, and sell its products and services consistently in all Applicable Laws; (b) material respects with past practice, and preserve its present business organization and relationships; (c) keep available the present services goodwill of its significant employees; (d) preserve the rights, franchises, goodwill business and relations of the Company Clients present relationships with its suppliers and others with whom material it has business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date:relations; (ib) none maintain the Properties, buildings, structures and other improvements and machinery and equipment constituting any of the Company, its Subsidiary or the Partnership shall, take any action impairing assets in good operating condition and repair in all material respects; (c) meet its rights contractual obligations in any all material Contract other than respects and perform and pay its obligations as they mature in the ordinary course of business; (iid) none comply in all material respects with all judgments and Laws promulgated by any governmental body and all Permits and Environmental Permits applicable to the conduct of the Company, its Subsidiary business or the Partnership shall make ownership or operation of its assets, and maintain in all material respects, and prosecute applications for, such Permits and Environmental Permits and pay all Taxes, assessments and other charges applicable thereto; (e) promptly advise Purchaser in writing of any change in its charter documentsassets or the conduct of its business, by-lawsoperations, properties, condition (financial or partnership agreement, as applicableotherwise) or prospects that has a Material Adverse Effect on the Properties; (iiif) except not take any action, or omit to take any action, that would result in any of its representations and warranties made herein being inaccurate in any material respect at the time of such action or omission as set forth in Section 2.2(c), none if made at and as of the Company, its Subsidiary or the Partnership shall make any change in its capitalizationsuch time; (ivg) none refrain from entering into any contract or commitment which cannot be terminated upon transfer of the CompanyProperties; (h) refrain from creating, its Subsidiary incurring, or assuming any long-term or short-term Indebtedness secured by the Partnership shall Properties whether for money borrowed or otherwise; (i) create, incur or assume any perform the landlord’s material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigationobligations under all Third-Party Leases and other agreements affecting the Properties; (vj) none not, without Purchaser’s written consent, enter into any lease agreements with tenants or modify or extend existing Third-Party Leases; (k) not, either before or after any Closing Date, release or modify any warranties or guarantees, if any, of manufacturers, suppliers and installers related to any Property or any part thereof; (l) pay premiums on, and shall not cancel or voluntarily allow to expire, any of Seller’s currently existing policies of casualty and general liability insurance which provide coverage with respect to any Property, unless such policy is replaced, without any lapse of coverage, by another policy providing coverage at least as extensive as the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or policy being replaced; (m) not sell, lease transfer or otherwise dispose of any assetsof the Properties, in each caseor any portion thereof, nor enter into any leases, service contracts, trust deeds, mortgages, restrictions, encumbrances, liens, licenses or other than in instruments or agreements affecting any of the ordinary course of businessProperties (or amendments thereto); (vin) none terminate, effective as of Closing, all Third-Party Leases, service contracts, employment agreements or arrangements or existing management agreements which are rejected pursuant to written notice delivered by Purchaser to Seller prior to the Closing Date (subject to Sections 7.1 and 7.4 regarding the supplementation of the CompanySchedules); and (o) refrain from taking any action, its Subsidiary the taking of which, or from omitting to take any action, the Partnership shall mortgageomission of which, pledge or subject to any Encumbrance, any properties or assets, nor permit would cause any of the foregoing representations and warranties contained in Article V to exist, except for minor imperfections of title or insignificant liens which do not, fail to be true and correct in the aggregate, detract from the value of such assets, taken all material respects as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except Closing Date as set forth in Section 2.2(c), though made on and as of the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)Closing Date.

Conduct of Business Prior to Closing. During 7.2.1 Prior to the period from earlier of the date Closing or the termination of this Agreement through the Closing Datein accordance with Article 8, except as otherwise contemplated by this Agreement Agreement, as otherwise consented to by Buyer (such consent not to be unreasonably withheld, conditioned or with the consent of Buyer, delayed) or as required by Applicable Lawset forth on Section 7.2 of the Disclosure Schedules, Seller PSC shall, and shall cause the Companies and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary other Acquired Companies to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than conduct their Business in the ordinary course of business; , consistent with past practices and (iib) none use commercially reasonable efforts to preserve their Business, preserve the corporate existence of the CompanyAcquired Companies, its Subsidiary or keep available the Partnership shall make any change in its charter documentsservices of each of their current officers, by-laws, or partnership agreement, as applicable; employees (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than the Xxxx Employees) and independent contractors except in the ordinary course of business;, consistent with past practice, and to preserve the goodwill of each Acquired Company’s suppliers, patients, employees (other than the Xxxx Employees), customers and all others with whom an Acquired Company has material business relationships except in the ordinary course of business, consistent with past practice. (vi) none 7.2.2 Without limiting the generality of Section 7.2.1, prior to the earlier of the Company, its Subsidiary Closing or the Partnership shall mortgagetermination of this Agreement in accordance with Article 8, pledge without the prior consent of Buyer (not to be unreasonably withheld, conditioned or subject to any Encumbrancedelayed), any properties and except as otherwise contemplated by this Agreement or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in on Section 2.2(c)7.2 of the Disclosure Schedules, the Company PSC shall not, and shall not declare, set aside cause or pay permit any dividend Company or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates;Acquired Company to: (ixa) materially increase the compensation (including bonuses) payable on or after the date hereof to any director or officer of such Acquired Company except for increases provided for in each caseany Contracts, except plans or general policies in effect on the date hereof or which were entered into or adopted in the ordinary course of business consistent with past practicepractices; (b) adopt or amend any Employee Plan that materially increases the benefits to any employee, and officer or director of an Acquired Company other than in the ordinary course of business, as may be required by applicable Legal Requirements, or with respect to any Xxxx Employee; (c) enter into any collective bargaining agreement, except as set forth may be required by Legal Requirements; (d) issue, sell or otherwise dispose of the Interests or any other capital stock or other Equity Interests or grant any options or other rights to purchase or obtain (including upon conversion, exchange or exercise of other securities) any of its membership interests, capital stock or other Equity Interests; (e) form any Subsidiary, acquire any Equity Interests or other interest in Schedule 4.15 any other Person, or make any loans, advances or capital contributions to, or investments, in any other Person; (f) incur, assume or guarantee any Indebtedness for borrowed money, other than under existing arrangements, credit facilities in existence on the date hereof (which shall not be modified or amended to increase any Indebtedness) and other than any accrual of interest under any notes in existence on the date hereof; (g) subject any of the properties or assets of the Acquired Companies to any Encumbrances (other than Permitted Encumbrances); (h) make any material changes in its methods of accounting or accounting practices (including with respect to reserves); (i) enter into any commitment for capital expenditures in excess of $200,000 in the aggregate; (j) amend its Organizational Documents or effect any membership interest or stock split, membership interest or stock combination, stock dividend, membership interest distribution or similar action; (k) acquire, sell, lease, license or otherwise dispose of any business or material investment or any material assets, except for in the ordinary course of business or pursuant to existing Contracts; (l) merge, combine or consolidate with any Person or enter into any Contract to do so; (m) declare, set aside or pay any dividend to any Seller; (n) make, change or revoke any material Tax election; (o) enter into any settlement or compromise of any Action if such settlement or compromise would involve the payment by an Acquired Company of more than $300,000 or the imposition of any material non-monetary restrictions upon any Acquired Company; (p) adopt a plan of complete or partial liquidation, dissolution, restructuring or recapitalization; (q) announce, give notice of or carry out any mass layoff of employees; (r) except in the ordinary course of business, enter into any Contract described in Sections 3.15.1 (a)-(s) or amend in any material respect any Contract disclosed, or required to be disclosed on Schedule 3.15.1 (Material Contracts); (s) make any material change in the Acquired Companies’ cash management practices or their practices with respect to collection of accounts receivable, establishment of reserves for uncollectable receivables, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue or acceptance of customer deposits; (t) fail to maintain in full force and effect any existing insurance policies (which are not replaced with alternative policies with comparable or greater terms and conditions); (u) enter into an agreement relating to the allocation of overhead costs and interest expenses with the Acquired Companies, except any such agreement that memorializes (and does not change) such allocation methods or their tax characterization consistent with the historical practices of the Acquired Companies and which is terminated at or prior to the Closing with no continuing obligation or liability of any sort on the part of any Acquired Company following the Closing (which termination the Sellers shall cause to occur at or prior to the Closing); or (v) agree or commit to do any of the things referred to in sub-clause (a) through (u) of this Section 7.2.2. Notwithstanding any of the foregoing, nothing in this Section 7.2 shall restrict the Acquired Companies from distributing its Cash on Hand prior to Closing.

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof to the Closing Date, except as disclosed in paragraph 7.1 of the Disclosure Schedule or contemplated by this Agreement Agreement, Sellers shall, to the extent permitted by applicable law, (a) not resolve or permit any of the actions referred to in Section 5.14 (a) and (b); (b) with respect to the consent of Buyer, or as required by Applicable Law, Seller period between the date hereof and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date termination of the execution of the Interim Partnership Agreement) existing domination and profit and loss transfer agreement pursuant to Section 7.3 (a), instruct (which shall use include their respective reasonable best efforts to ensure the compliance with the instruction) Bakelite (i) to conduct its business, and to cause the Company and its Subsidiary toother members of Bakelite Group to conduct their businesses, in all material respects, (a) carry on its business respects in the ordinary course course, consistent with past practice practice, and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none not to take, or permit any other member of the CompanyBakelite Group to take, its Subsidiary or any of the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as actions set forth in Section 2.2(c5.14 (c) - (j), none or fail to take any action which has resulted, or may reasonably be expected to result, in a breach of Section 5.14 (c) – (j), in each case without prior consultation with Purchaser, and (iii) (1) not to establish any entity, acquire or sell any participation (including silent partnerships) in other entities or incur the Company, its Subsidiary obligation to acquire or the Partnership shall make any change in its capitalizationsell such participation; (iv2) none not to establish any new branches of the Companybusiness, its Subsidiary abandon or the Partnership shall modify branches and close industrial branches (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigationBetriebsstätten); (v3) none to use reasonable efforts to keep available the services of its present managing directors and Key Employees; (4) not to make any material change in the terms of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose employment (including compensation) of any assets, in each caseemployees, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice; (5) to perform all routine maintenance in all material respects in accordance with existing maintenance schedules; (6) to use reasonable efforts to maintain and preserve its business intact in all material respects and maintain in all material respects the ordinary and customary relationships of its business with its suppliers, customers and others having business relationships with it and not to change in any material respect the standard payment policies or standard warranty terms extended to customers that affect a material part of the business of the Bakelite Group, except as may be required by any change in laws; (7) to continue, after December 31, 2004, to make capital expenditures in the ordinary course and consistent with past practice and in accordance with the budget set out in paragraph 7.1 of the Disclosure Schedule; (8) to continue in full force and effect without material modification the insurance policies referred to in paragraph 5.11 of the Disclosure Schedule; (9) not to sell, transfer, lease, sublease, license, mortgage, pledge, assign or transfer for security purposes, subject to liens, charges or any other encumbrances or otherwise dispose of any of its properties or other material assets, except as may be required under applicable law or any existing agreements disclosed in this Agreement and except as for any such disposals of assets (other than any of the Properties owned by the Companies) made in the ordinary course of business, consistent with past practice; (10) to maintain inventory levels in the ordinary course of business; (11) not to sell the business of the Bakelite Group in whole or in material parts, perform transactions under the German Transformation Act (UmwG) or enter into any agreements within the meaning of Section 291 et seq. of the German Stock Corporation Act (AktG); (12) not to modify or amend (except for normal price adjustments in the ordinary course of business, consistent with past practice), waive, terminate or fail to renew any Material Agreement; not to breach in any material respect any Material Agreement; not to enter into any new agreement that would meet the requirements of either Section 5.10 (a) (1) (disregarding the provisos contained therein) or any of the requirements set forth in Schedule 4.15 under existing arrangementsSections 5.10 (a) (2) (other than cooperation agreements), (4), (5), (6), (7), (8) (ii), (9), (10) or (11); not to enter into any other agreement that would be a Material Agreement; except, in each case of this paragraph (12), in the ordinary course of business, consistent with past practice and with the prior consent of the Parties (which shall not be unreasonably withheld); (13) to maintain its books, accounts and records in the ordinary course, on a basis consistent with past practice; (14) not to do any actions outside the ordinary course of business which may reasonably be expected to result in an increase of the Effective Date Cash or would result in any Trapped Cash; (15) not to accelerate or delay collection or payment, as applicable, of any accounts or other receivables or accounts or other payables of its business in advance of or beyond their regular due dates or the dates when the same would have been collected or paid in the ordinary course of business consistent with past practice (other than any accelerations or delays occurring in the ordinary course of business consistent with past practice); (16) not to modify or amend its organizational or constitutional documents or the constitutional or organizational documents of any member of the Bakelite Group, except as required under applicable mandatory law; (17) not to issue or sell any capital stock or other equity securities, or any option, warrant or other right to acquire the same of, or any other equity interest in it or any member of the Bakelite Group which is controlled by it; (18) not to cancel, settle or waive any material claims held by it, other than in the ordinary course of business consistent with past practice; (19) not to adopt, terminate or amend any collective employee benefit plan (inclusive of pension commitments), collective bargaining agreement or other contract with any labor union, works council or similar organization, except (i) for amendments in the ordinary course of its business consistent with past practice (in a manner that does not increase the cost of the compensation or benefits of any employee) or (ii) as required by applicable law; not to enter into individual agreements granting employee benefits relating to retirement, death, sickness, medical or disability to any employee, except as provided by, and in accordance with the terms of, any existing employee benefit plan; not to amend or modify any agreement with a Key Employee (except for normal salary increases in the ordinary course of business, consistent with past practice) or to enter into an agreement with any employee who would be a Key Employee, except in order to replace any existing Key Employee or as otherwise reasonably required by business needs, with the prior consent of the Parties (which shall not be unreasonably withheld); (20) not to make any material Tax election, settle or compromise any liability for Taxes or, other than in the ordinary course of business consistent with past practice; or (21) to materially comply with all applicable laws; (22) not to engage in any business, any action and/or any declaration which would require the approval of the supervisory board (Aufsichtsrat) of Bakelite pursuant to the articles of association (Satzung), the rules of procedure for the board of executive directors (Geschäftsordnung für den Vorstand) and/or the rules of procedure for the supervisory board (Geschäftsordnung für den Aufsichtsrat) of Bakelite, each as currently in force and effect as at the date thereof; (23) not to knowingly take any action which would result in a breach of any representation of Sellers given herein; and (24) not to agree or commit to do any of the foregoing.

Conduct of Business Prior to Closing. During the period from (a) From the date of this Agreement through hereof until the Closing DateClosing, except as contemplated by set forth on Schedule 6.1(a), otherwise provided in this Agreement or with consented to in writing by the Buyer (which consent of Buyer, shall not be unreasonably withheld or as required by Applicable Lawdelayed), Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on conduct its business Business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; 25 (b) use commercially reasonable efforts to maintain and preserve intact its present business organization current Business organization, operations and relationships; (c) keep available the present services of its significant employees; (d) franchise and to preserve the rights, franchises, goodwill and relations relationships of the Company Clients its employees, customers, lenders, suppliers, regulators and others with whom material business having relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofBusiness. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between from the date of this Agreement and hereof until the Closing Date, Seller shall: (i) none preserve and maintain all Permits required for the conduct of the Company, its Subsidiary Business as currently conducted or the Partnership shallownership and use of the Purchased Assets; timely file all reports, take applications and other documents pertaining to the operation of the ‎Ethanol Plant and the Purchased Assets that are required to be filed with any action impairing its rights Governmental ‎Authority; and at all times from the Effective Date to and including the Effective Time operate ‎the Ethanol Plant and the Purchased Assets in any all material Contract other than respects in accordance with the ordinary course of business‎Permits‎; (ii) none pay the debts, Taxes and other obligations of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicableBusiness when due; (iii) except ‎maintain the properties and assets included in the Purchased Assets in the same condition as set forth in Section 2.2(c)they were on the date of this Agreement, none of the Company, its Subsidiary or the Partnership shall make any change in its capitalizationsubject to reasonable wear and tear; (iv) none of the Companycontinue in full force and effect without modification all insurance policies, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigationexcept as required by applicable Law; (v) none of defend and protect the Company, its Subsidiary or the Partnership shall acquire any properties and assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than included in the ordinary course of businessPurchased Assets from infringement or usurpation; (vi) none perform all of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entityobligations under all Material Contracts; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, maintain the Shares, nor permit any of the foregoing to exist;Records in accordance with past practice; and (viii) except as set forth comply in Section 2.2(c), all material respects with all Laws and Orders applicable to the Company shall not declare, set aside conduct of the Business or pay any dividend or make any other distribution in respect the ownership and use of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)Purchased Assets.

Conduct of Business Prior to Closing. During From and after the period from Effective Date until the date Closing Date or the earlier termination of this Agreement through the Closing Datepursuant to Section 8, except as contemplated by this Agreement or with set forth on Section 5.1 of the consent of Buyer, Disclosure Schedule or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth otherwise provided in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to in writing by Buyerthe Buyer Parties (which consent shall not be unreasonably withheld, conditioned, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(cdelayed), the Company Seller Parties shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ixy) in each case, except operate the University in the ordinary course of business consistent with past practice; and (z) use commercially reasonable efforts to: (a) maintain and preserve intact its current business organization, and operations and to preserve the rights, franchises, goodwill and relationships of its employees, students, lenders, suppliers, regulators and others having relationships with the Seller Parties; (b) preserve and maintain all Permits required for the operation the University as currently conducted or the ownership and use of the Institutional Assets; (c) pay the debts, Taxes and other obligations of Seller when due; (d) maintain the Institutional Assets, subject to reasonable wear and tear; (e) continue in full force and effect all Insurance Policies, except as set forth required by applicable Law; (f) protect the Institutional Assets from infringement or usurpation; (g) perform all of its obligations under all Material Contracts; (h) maintain the Student Records and Books and Records in Schedule 4.15 under existing arrangements, accordance with past practice in all material respects; and (i) comply in all material respects with all Laws applicable to the operation of the University or the ownership and use of the Institutional Assets. In addition, from the Effective Date and until the Closing Date or the earlier termination of this Agreement pursuant to Section 8, except as disclosed on Section 5.1 of the Disclosure Schedule, without the prior written consent of the Buyer Parties (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall not take any action that, if taken prior to the date hereof, would be required to be listed or described in Section 3.7 of the Disclosure Schedule.

Conduct of Business Prior to Closing. During (a) Except in connection with the period from the date of this Agreement through the Closing Datetransactions contemplated pursuant to Section 7.12, except as contemplated by otherwise expressly provided in this Agreement or with the prior written consent of BuyerParent, not to be unreasonably withheld, conditioned or as required by Applicable Lawdelayed, Seller between the date hereof and the Managers Effective Time, the Company shall, and the Company shall cause the Company Subsidiaries to: (providedi) conduct the Company Business only in the Ordinary Course of Business; (ii) use commercially reasonable efforts to (A) preserve the present business operations, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment organization (including officers and employees) and goodwill of the Company and the Company Subsidiaries and (B) preserve the present relationships with Persons having business dealings with the Company and the Company Subsidiaries (including material customers and suppliers); (iii) use commercially reasonable efforts to maintain (A) all of the assets and properties of, or its Subsidiary prior used by, the Company and the Company Subsidiaries in their current condition, ordinary wear and tear excepted and (B) insurance upon all of the properties and assets of the Company and the Company Subsidiaries in substantially similar amounts and kinds comparable to that in effect on the date of this Agreement; (iv) (A) maintain the execution books, accounts and records of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, the Company Subsidiaries in all material respectsthe Ordinary Course of Business, (aB) carry on its business continue to collect accounts receivable and pay accounts payable in the ordinary course consistent with past practice Ordinary Course of Business, and in compliance (C) comply in all material respects with all Applicable contractual and other obligations of the Company and the Company Subsidiaries; (v) maintain separate books, accounts and records of the Long-Term Company Business and the Girling New York Business in the Ordinary Course of Business; (vi) use commercially reasonable efforts to maintain in effect (including the renewal of the Permits set forth on Schedule 7.1(a)(v)) all material Permits, including all material Permits that are required for the Company or any Company Subsidiary to carry on its business as currently conducted; and (vii) comply in all material respects with all applicable Laws; . (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except in connection with the transactions contemplated pursuant to Section 7.12, as contemplated by otherwise expressly provided in this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days the prior written notice) between consent of Parent, not to be unreasonably withheld or delayed, the date of this Agreement Company shall not, and the Closing DateCompany shall cause the Company Subsidiaries not to: (i) none declare, set aside, make or pay any dividend or other distribution in respect of the Companycapital stock of, its Subsidiary or other ownership interests in, the Partnership shallCompany or any of the Company Subsidiaries or repurchase, take redeem or otherwise acquire or offer to repurchase, redeem or acquire, any action impairing its rights in outstanding shares of the capital stock or other securities of, or other ownership interests in, the Company or any material Contract other than in of the ordinary course of businessCompany Subsidiaries; (ii) none transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other securities of, or other ownership interests in, the Company or any of the CompanyCompany Subsidiaries or grant options, its Subsidiary warrants, calls or other rights to purchase or otherwise acquire shares of the Partnership shall make any change in its charter documents, by-lawscapital stock or other securities of, or partnership agreementother ownership interests in, the Company or any of the Company Subsidiaries, other than the issuance of shares of Common Stock pursuant to the exercise or settlement of stock options, warrants or other rights therefor outstanding as applicableof the date hereof; (iii) except as set forth effect any recapitalization, reclassification, stock split, combination or like change in Section 2.2(c), none the capitalization of the CompanyCompany or any of the Company Subsidiaries, its Subsidiary or amend the Partnership shall make terms of any change in its capitalizationoutstanding securities of the Company or any Company Subsidiary; (iv) none amend the certificate of incorporation or by-laws or similar governing documents of the Company or any of the Company Subsidiaries; (v) (A) increase the salary or other compensation of any director, officer or employee of the Company or any of the Company Subsidiaries except in accordance with any employment or other agreement in effect on the date hereof or in the Ordinary Course of Business, (B) grant any bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant except in accordance with written agreements or in the Ordinary Course of Business, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or any of the Company Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement including any Company Plan, except as required by Law or as provided in clause (A) or (B) above and except for adjustments in the Ordinary Course of Business by insurers or other third party services providers to Company Plans, or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any directors or officers of the Company or any Company Subsidiary (or amend any such agreement to which the Company or any of the Company Subsidiaries is a party); (vi) hire or terminate (other than for cause) any employee who is, or would upon hire, be classified as a member of Key Personnel (other than a branch director) without consulting with Parent prior to such hire or termination (it being understood that consent of Parent is not required for such hire or termination) or, solely with respect to any branch director, without notifying Parent prior to such hire or termination; (vii) except as publicly announced prior to the date hereof, effect or permit a “plant closing” or “mass layoff” as those terms are defined in the WARN Act without complying with the notice requirements and all other provisions of such act; (viii) (A) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness other than capitalized leases entered into in the Ordinary Course of Business, (B) except in the Ordinary Course of Business, pay, repay, discharge, purchase, repurchase or satisfy any Indebtedness of the Company or any of the Company Subsidiaries, or (C) modify terms of any Indebtedness; (ix) except for capitalized leases entered into in the Ordinary Course of Business, subject to any Lien or otherwise encumber or, except for Permitted Liens, permit, allow or suffer to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, the Company or any of the Company Subsidiaries; (x) acquire (whether pursuant to merger, stock or asset purchase or otherwise) in one transaction or any series of related transactions, except in the Ordinary Course of Business, (i) any assets or (ii) any equity interests in any Person or any business or division of any Person or all or substantially all of the assets of any Person (or business or division thereof), in the case of the foregoing clauses (i) and (ii), for cash consideration in excess of $150,000 in the aggregate, except, in the case of either clauses (i) or (ii), to the extent (A) otherwise obligated pursuant to any agreement in effect as of the date hereof, a copy of which has previously been made available to Parent, or (B) solely among or between the Company and wholly-owned Company Subsidiaries; (xi) engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities, of any other Person, other than pursuant to trade credit in the Ordinary Course of Business or reasonable and documented advances made in the Ordinary Course of Business to directors, officers, and employees for business expenses; (xii) cancel or compromise any debt or claim or waive or release any material right of the Company or any of the Company Subsidiaries except in the Ordinary Course of Business; (xiii) enter into any commitment for capital expenditures of the Company and the Company Subsidiaries in excess of $150,000 for any individual commitment and $300,000 for all commitments in the aggregate; (xiv) enter into, modify or terminate any labor or collective bargaining agreement of the Company or any of the Company Subsidiaries or, through negotiation or otherwise, make any commitments or incur any Liability to any labor organization with respect to the Company or any of the Company Subsidiaries; (xv) introduce any material change with respect to the operation of the Company or any of the Company Subsidiaries, including any material change in the types, nature, composition, pricing or quality of its products or services, or, other than in the Ordinary Course of Business; (xvi) enter into any Contract that would be deemed a Material Contract that is not in the Ordinary Course of Business; (xvii) except for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Related Persons; (xviii) make, change or revoke in any material respect any Tax election (other than an election under Code Section 336(e)), settle or compromise any material Tax claim or Liability, or enter into a settlement or compromise, or change (or make a request to any taxing authority to change) any material aspect of its method of accounting for Tax purposes; (xix) revalue in any material respect any of its assets, including writing down the value of inventory or writing down notes or accounts receivable, other than in the Ordinary Course of Business or as required by GAAP; (xx) enter into any Contract that restrains, restricts, limits or impedes the ability of the Company or any Company Subsidiary to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons, other than in the Ordinary Course of Business; (xxi) terminate, amend, restate, supplement or waive any material rights under any Material Contract, Private Program or Company Permit, other than in the Ordinary Course of Business; (xxii) settle or compromise any pending or threatened Legal Proceeding other than settlements that are solely for cash and do not (A) involve more than $150,000, individually or $300,000 in the aggregate and (B) include any statement as to an admission of fault, culpability or failure to act by or on behalf of the Company or any Company Subsidiary or provide for any ongoing restriction on the Company Business; (xxiii) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities (unless being disputed in good faith); (xxiv) commingle any funds of the Long-Term Company Business or the Girling New York Business with any funds of the Company or the Company Subsidiaries; or (xxv) enter into any Contract to do anything prohibited by any of the foregoing. (c) Except as expressly provided in this Agreement or with the prior written consent of the Company, its Subsidiary not to be unreasonably withheld, conditioned or delayed, between the Partnership shall date hereof and the Effective Time, each of Parent, LLC Sub and Merger Sub shall: (i) createconduct their business in the ordinary course and consistent with past practice; (ii) comply in all material respects with all applicable Laws; and (iii) amend the certificate of incorporation or bylaws or similar governing documents of Parent if such amendment would reasonably be expected to have an adverse effect on the rights of the Securityholders receiving Closing Merger Shares. (d) Notwithstanding anything set forth in this Agreement, incur nothing contained in this Agreement shall give Parent, LLC Sub or assume Merger Sub, directly or indirectly, the right to control or direct the operations of the Company or any material IndebtednessCompany Subsidiaries prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, control and supervision over its and the Company Subsidiaries’ business operations. (e) Except as otherwise expressly provided in this Agreement or with the prior written consent of Parent, between the date hereof and the Effective Time, each Securityholder shall not (i) sell, assign, encumber, convey, transfer or otherwise dispose of any of its Company Stock, Company Warrants or Company Stock Options, (ii) make take any loans, advances or capital contributions action that would reasonably be expected to or investments in, any person or entityadversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject agree to any Encumbrance, any properties or assets, nor permit do any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)foregoing.

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on The Company covenants and agrees that between the date hereof and the time of Closing, neither Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser ’s and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 such Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer ’s prior written notice thereofpractice. Without limiting the generality of the foregoing, except as contemplated by this Agreement the Company and each Subsidiary shall (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten the customary payment cycles for any of their payables or consented receivables; (iii) use their best efforts to by Buyer(1) preserve intact their business organizations, (2) continue in full force and effect without material modification all existing policies or as required by Applicable Law (providedbinders of insurance currently maintained in respect of the Company and each Subsidiary, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three and (3) days prior written noticepreserve their current relationships with their respective customers, suppliers and other Persons with which they have significant business relationships; (iv) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shallnot engage in any practice, take any action impairing or enter into any transaction which could cause any representation or warranty of the Company to be untrue or result in a breach of any covenant made by the Company in this Agreement; (v) ensure that each Subsidiary will retain ownership and possession of the Company Vessel owned by it; and (vi) ensure that each Subsidiary will perform its rights respective obligations under each Charter. (b) The Company covenants and agrees that, prior to Closing, without prior written consent of the Purchaser, neither the Company nor any Subsidiary will do any of the things enumerated in any material Contract other than the second sentence of Section 3.1(g) (including, without limitation, clauses (i) through (xxiv) thereof). (c) The Purchaser covenants and agrees that between the date hereof and the time of Closing, the Purchaser shall cause the Purchaser Vessel Owning Subsidiaries to conduct their respective business in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business and consistent with past such Purchaser Vessel Owning Subsidiary’s prior practice, and except as set forth in Schedule 4.15 under existing arrangements, (i).

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof until the Closing DateClosing, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth otherwise provided in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to in writing by Buyer, or as required by Applicable Law Buyer (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller consent shall not mortgage, pledge be unreasonably withheld or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(cdelayed), the Company Seller shall not declare(x) to the extent reasonably possible, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, the Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as set forth required by applicable Law; (f) defend and protect the properties and assets included in Schedule 4.15 the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under existing arrangements, all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i)) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur.

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof until the Closing DateClosing, except as contemplated by otherwise provided in this Agreement or with consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the consent of BuyerCompany shall, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 Equity Holders shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, : (ax) carry on its business conduct the Business in the ordinary course Ordinary Course of Business consistent with past practice practice; and in compliance in all material respects with all Applicable Laws; (by) use commercially reasonable efforts to maintain and preserve intact its present business organization current Business organization, operations and relationships; (c) keep available the present services of its significant employees; (d) franchise and to preserve the rights, franchises, goodwill and relations relationships of the Company Clients its customers, lenders, suppliers, regulators and others with whom material business having relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofBusiness. Without limiting the generality foregoing, from the date hereof until the Closing Date, the Company shall, and the Equity Holders shall cause the Company to: (a) preserve and maintain all Permits required by Law for the conduct of the foregoingBusiness as currently conducted or the ownership and use of the assets or properties of the Company; (b) pay the uncontested debts, except Taxes and other obligations of the Company when due; (c) continue to collect or write off accounts receivable in a manner consistent with past practice; (d) maintain the tangible properties and assets included in the assets or properties of the Company in the same condition as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between they were on the date of this Agreement Agreement, subject to reasonable wear and tear; (e) continue in full force and effect all insurance policies, subject to renewals or replacements thereof, except as required by applicable Law; (f) defend and protect the Closing Date:properties and assets included in the assets or properties of the Company from infringement or usurpation; (g) cause the Company to perform all of its obligations under all of the Company’s Contracts when due; (h) maintain the Company’s books and records in accordance with past practice; (i) none comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the assets or properties of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i).

Conduct of Business Prior to Closing. During the period from (a) From the date of this Agreement through hereof until the Closing DateClosing, except as contemplated by set forth on Schedule 6.1(a), otherwise provided in this Agreement or with consented to in writing by the Buyer (which consent of Buyershall not be unreasonably withheld or delayed), or as required by Applicable Law, each Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on conduct its business Business in the ordinary course consistent with past practice Ordinary Course of Business; and in compliance in all material respects with all Applicable Laws; (b) use commercially reasonable efforts to maintain and preserve intact its present business organization current Business organization, operations and relationships; (c) keep available the present services of its significant employees; (d) franchise and to preserve the rights, franchises, goodwill and relations relationships of the Company Clients its employees, customers, lenders, suppliers, regulators and others with whom material business having relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofBusiness. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between from the date of this Agreement and hereof until the Closing Date, Sellers shall: (i) none preserve and maintain all Permits required for the conduct of the Company, its Subsidiary Business as currently conducted or the Partnership shall, take any action impairing its rights in any material Contract other than in ownership and use of the ordinary course of businessPurchased Assets; (ii) none pay the debts, Taxes and other obligations of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicableBusiness when due; (iii) except maintain the properties and assets included in the Purchased Assets in the same condition as set forth in Section 2.2(c)they were on the date of this Agreement, none of the Company, its Subsidiary or the Partnership shall make any change in its capitalizationsubject to reasonable wear and tear; (iv) none continue in full force and effect without modification all insurance policies, except as required by applicable Law; (v) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (vi) perform all of its obligations under all Material Contracts; (vii) maintain the Records in accordance with past practice; and (viii) comply in all material respects with all Laws and Orders applicable to the conduct of the Company, its Subsidiary Business or the Partnership shall ownership and use of the Purchased Assets. (b) Except (i) create, incur or assume any material Indebtednessas set forth in Schedule 6.1(b), (ii) make any loans, advances or capital contributions to or investments in, any person or entityas expressly provided in this Agreement, or (iii) settle any material litigation;as otherwise consented to in writing in advance by Buyer (which consent shall not be unreasonably withheld or delayed), from the Effective Date until the Closing, the Sellers shall not, with respect to the Purchased Assets: (vi) none of the Companyacquire, its Subsidiary whether by merger or the Partnership shall acquire any assets consolidation, by purchasing an equity interest or make any capital expendituresassets, or selllicense or lease, lease or dispose of any assets, properties, rights or 23 businesses from any Person which assets, properties, rights or businesses would be included in each casethe Purchased Assets, other than in the ordinary course acquisitions of business; (vi) none of the Companyinventory, its Subsidiary or the Partnership shall mortgageparts, pledge or subject to any Encumbranceservices, any properties or assetssupplies, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except equipment and immaterial assets in the ordinary course of business consistent with past practice or as required under any Assumed Contracts; (ii) (A) sell, assign, lease, transfer, license, or otherwise dispose of or relocate any Purchased Assets, except pursuant to the terms of any Assumed Contract or in the Ordinary Course of Business consistent with past practice, and or (B) mortgage, pledge or encumber any Purchased Assets, or create or suffer to exist any Lien (other than a Permitted Lien) thereupon; (iii) terminate, amend or modify any Material Contract that is an Assumed Contract other than in the Ordinary Course of Business consistent with past practice; (iv) except in the Ordinary Course of Business consistent with past practice, entering into any agreement or arrangement that limits or otherwise restricts in any material respect the conduct of the Business that could, after the Closing Date, limit or restrict in any material respect Buyer or any of its respective Affiliates, from engaging or competing in any line of business, in any location or with any Person. (v) Except as set forth on Schedule 6.12, commencing any new capital projects or making any additional commitments for capital expenditures relating to the Business in Schedule 4.15 excess of $1,000,000 in the aggregate costs unless Sellers remain solely liable for any such costs and expenditures not fully paid by Closing. (vi) Institute or cause any increase in salaries or compensation for the Employees, other than annual merit increase in the Ordinary Course of Business consistent with past practices, or increase, enhance or accelerate any rights or benefits under or enter into, amend, terminate or adopt any Benefit Plan for the Employees, other than as required by any such Benefit Plan or as required by applicable Laws; (vii) Hire any new employees, agents or consultants, except in the Ordinary Course of Business or to replace existing arrangementsemployees, agents or consultants at similar compensation levels; (i)viii) cease to operate any of the Ethanol Plants prior to Closing or materially reduce production at any of the Ethanol Plants prior to Closing, except to the extent that such actions are conducted in the ordinary course of business consistent with Sellers’ past practices or as otherwise required by Law or resulting from a Casualty; or (ix) agree or commit to do any of the foregoing.

Conduct of Business Prior to Closing. During Without limiting Section 5.2, except for actions taken with the period prior written consent of CAPL, from the date of this Agreement through Execution Date until the Closing Date, except as contemplated by this Agreement or with each NTI Owner and each NTI Entity shall conduct its business (and CST shall cause the consent of Buyer, or as required by Applicable Law, Seller NTI Owners and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior NTI Entities to the date of the execution of the Interim Partnership Agreement) shall use conduct their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (abusinesses) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with past practice, and shall: (a) maintain its business intact, market, promote, and sell its products and services consistently in all Applicable Laws; (b) material respects with past practice, and preserve its present business organization and relationships; (c) keep available the present services goodwill of its significant employees; (d) preserve the rights, franchises, goodwill business and relations of the Company Clients present relationships with its suppliers and others with whom material it has business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date:relations; (ib) none maintain the Contributed NTIs, buildings, structures and other improvements and machinery and equipment constituting any of the Company, its Subsidiary or the Partnership shall, take any action impairing assets in good operating condition and repair in all material respects; (c) meet its rights contractual obligations in any all material Contract other than respects and perform and pay its obligations as they mature in the ordinary course of business; (iid) none comply in all material respects with all Laws and all Permits and Environmental Permits applicable to the conduct of the Company, its Subsidiary business or the Partnership shall make ownership or operation of its assets, and maintain in all material respects, and prosecute applications for, such Permits and Environmental Permits and pay all Taxes, assessments and other charges applicable thereto; (e) promptly advise CAPL in writing of any change in its charter documentsassets or the conduct of its business, by-lawsoperations, properties, condition (financial or otherwise) or prospects that has, or partnership agreementcould with the passage of time reasonably be expected to become the cause of, as applicablea Material Adverse Effect on the Contributed NTIs; (iiif) except not take any action, or omit to take any action, that would result in any of its representations and warranties made herein being inaccurate in any material respect at the time of such action or omission as set forth in Section 2.2(c), none if made at and as of the Company, its Subsidiary or the Partnership shall make any change in its capitalizationsuch time; (ivg) none refrain from entering into any contract or commitment that (or amending any existing contract such that it) cannot be terminated upon transfer of the CompanyContributed NTIs to the NTI Entities or to which any NTI Entity will otherwise be bound; (h) refrain from creating, its Subsidiary incurring, or assuming any long-term or short-term indebtedness secured by the Partnership shall Contributed NTIs whether for money borrowed or otherwise; (i) create, incur or assume any perform the landlord’s material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigationobligations under all agreements affecting the Contributed NTIs; (vj) none of the Company, its Subsidiary or the Partnership shall acquire not enter into any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of businessagreements with tenants ; (vik) none not, either before or after any Closing Date, release or modify any warranties or guarantees, if any, of the Companymanufacturers, its Subsidiary or the Partnership shall mortgage, pledge or subject suppliers and installers related to any Encumbrance, Contributed NTI or any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entitypart thereof; (viil) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside declare or pay any a dividend on, or make any other distribution in respect of its capital stockof, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliatesthe Membership Interests; (ixm) in each case, except in the ordinary course of business consistent with past practicenot hire any employees; (n) not fail to pay premiums on, and shall not cancel or voluntarily allow to expire, any of CST Diamond’s or the NTI Owner’s currently existing policies of casualty and general liability insurance that provide coverage with respect to any Contributed NTI, unless such policy is replaced, without any lapse of coverage, by another policy providing coverage at least as extensive as the policy being replaced; (o) except as set forth contemplated by this Agreement, not sell, transfer or otherwise dispose of any of the Contributed NTI, or any portion thereof, nor grant an option to purchase, grant a right of first opportunity, grant a right of first refusal, or acquire an option to sell, nor enter into any leases, service contracts, trust deeds, mortgages, restrictions, encumbrances, liens, licenses or other instruments or agreements affecting any of the Contributed NTIs (or amendments thereto); (p) terminate, effective as of Closing, all service contracts, employment agreements or arrangements or existing management agreements that are rejected pursuant to written notice delivered by CAPL to the NTI Entities prior to the Closing Date; and (q) refrain from taking any action, the taking of which, or from omitting to take any action, the omission of which, would cause any of the representations and warranties contained in Schedule 4.15 under existing arrangements, (i)Article 3 to fail to be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date.

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof to the Closing Date, and except as contemplated by this Agreement or with to the consent of Buyer, or as required by Applicable Lawextent that Purchaser shall have otherwise consented in advance in writing, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, shall: (a) carry operate the Business substantially as previously operated; (b) except for the purchase of WNTJ-460 (H group) not purchase or acquire any assets or properties, whether real or personal, tangible or intangible, that if acquired would be an Acquired Asset hereunder, and not sell or otherwise dispose of any real or personal property or asset that would have been an Acquired Asset hereunder. (c) maintain the Acquired Assets in their present order and condition, reasonable wear and use excepted, and deliver the Acquired Assets to Purchaser on its business the closing Date in such condition without encumbrances, waste or need of repair, and maintain all policies of insurance covering such Acquired Assets in amounts and on terms substantially equivalent to those in effect on the ordinary course consistent date hereof; (d) take all steps reasonably necessary to maintain the intangible assets of the Business; (e) pay all accounts payable of the Business in accordance with past practice and collect all accounts receivable in compliance in all material respects accordance with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of businesspast practice; (iif) none comply with all laws applicable to the Acquired Assets and the conduct of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicableBusiness; (iiig) except as set forth in Section 2.2(c), none maintain the Books and Records of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than Business in the usual, regular, and ordinary course of business; (vi) none of the Companymanner, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as on a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business basis consistent with past practicepractices and prepare and file all foreign, federal, state, and except as set forth in Schedule 4.15 under existing arrangements, local tax returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by such taxing authorities; and (i)h) diligently and continuously defend the Blocx Xxxigations and keep Seller fully informed of events therein and provide Seller with copies of all pleadings and correspondence.

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller (1) Each Vendor and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) each Guarantor shall use their respective reasonable best efforts to cause the Company and its Subsidiary each Target Corporation to, except as expressly consented to by the Purchaser in all material respectswriting, (a) carry on its business conduct the Business in the ordinary course consistent with past practice Ordinary Course until the Closing Date; provided all acts and proceedings taken by a Target Corporation in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization the management and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations operation of the Company Clients and others with whom material business relationships exist; and (e) preserve Business involving a commitment in excess of $50,000 or commitments in excess of $100,000 in the aggregate, and/or any Permits required payment in connection with excess of $50,000 or payments in excess of $100,000 in the business aggregate, made by such Person will be subject to the prior approval of the CompanyPurchaser, its Subsidiary such approval not to be unreasonably withheld, delayed or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofconditioned. Without limiting the generality of the foregoing, from the date hereof until the Closing, each Vendor and each Guarantor shall cause each Target Corporation to: (a) except as expressly consented to by the Purchaser in writing, use commercially reasonable efforts to (a) preserve intact the Business and its organization and goodwill, (b) keep available the key employees of the Business as a group, and (c) maintain satisfactory relationships with contractors, suppliers, distributors, customers and others with whom such Target Corporation has business relationships; (b) comply with all applicable Laws affecting the Target Corporations, the operation of the Business and the Assets; (c) preserve and maintain (i) the Achieved Authorizations, and (ii) any other Authorizations of the Target Corporations, and continue to pursue any pending Authorization applications (including, for certainty, the Pending Authorizations), including by the filing of any notices that are required or advisable to be filed with any Governmental Entity in connection with such pending Authorization applications; (d) defend and protect its Assets (including the Achieved Authorizations and other Authorizations) from infringement or usurpation; (e) work diligently towards execution of definitive agreements with respect to the RPK Real Property, including satisfying all conditions precedent for the sale of such properties; (f) pay its debts, Taxes and other obligations when due; (g) except as expressly consented to by the Purchaser in writing, which consent may not be unreasonably withheld, delayed or conditioned, not increase its indebtedness for borrowed money and not make any loan or advance, or assume, guarantee or otherwise became liable with respect to the liabilities or obligation of any Person. In respect of any indebtedness, loan, advance, assumption, guarantee or liability referenced in this Section 6.1(1)(g), consent of the Purchaser is subject to receipt by the Purchaser of definitive documentation in respect of such borrowing on terms and conditions satisfactory to the Purchaser, including the Purchaser being satisfied that such transaction will not delay or otherwise affect the transactions contemplated herein. For certainty, the failure to receive satisfactory definitive documentation shall constitute reasonable grounds for the Purchaser withholding its consent to any transaction referred to in this Section 6.1(1)(g). (h) except as expressly consented to by the Purchaser in writing, not make or require any shareholder of any Target Corporation to meet a capital call requirement; (i) except as expressly consented to by the Purchaser in writing, not make any changes in management personnel or terminate any director or grant any severance or termination pay to any employee, manager, officer or director; (j) not, (i) materially increase compensation or severance or termination entitlements or other benefits payable (including, for certainty, bonus payments, retention payments, incentive compensation payments, service award payments and other similar payments) to an employee, manager, director or officer of a Target Corporation, including by way of an incentive plan, (ii) materially increase compensation or severance or termination entitlements or other benefits payable (including, for certainty, bonus payments, retention payments, incentive compensation payments, service award payments and other similar payments) to all or substantially all of the employees, managers, officers and/or directors of a Target Corporation, or (iii) take or omit to take any action (x) that would entitle any Person to any bonus, lump sum, change of control, severance, termination, retention or other payment or (y) to otherwise secure or guarantee any such payment, except, in each case, as expressly consented to by the Purchaser in writing, which consent is not to be unreasonably withheld, delayed or conditioned, provided that if such increase, action or omission to take an action is in respect of any compensation or entitlement of a Vendor Party or an affiliate thereof, the Purchaser may withhold consent in its sole discretion; (k) except as expressly contemplated by this Agreement or by that Amended and Restated Share Purchase and Subscription Agreement dated as of April 18, 2019 between, inter alia, the Corporation and the Purchaser (the “SPSA”), not transfer or issue or permit the transfer or issuance of any Purchased Shares, the Holigen Nominee Share, or the Nominee Share or any shares, other equity securities (including any partnership or joint venture interest), debt securities, profit interests, profit participation, equity appreciation or similar rights, pre-emptive or subscription rights, rights of first refusal or voting trusts or allow for any other direct or indirect capital contributions or other ownership interests in any of the Target Corporations or grant any right, option or entitlement of any nature to any of the foregoing; (l) except as expressly consented to by Buyerthe Purchaser in writing, not amend any of the terms or provisions of any Target Corporation’s constating documents or by- laws; (m) cause the current insurance policies not to be cancelled or terminated or any other coverage thereunder to lapse, unless simultaneously with such terminations, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies, and where possible, for substantially similar premiums, are in full force and effect, and to obtain any additional insurance policies, to be issued by responsible insurers, as required are, to such Target Corporation’s knowledge, appropriate to its business, property and assets (including liability insurance), in such amounts and against such risks and subject to such deductibles as are, to the applicable Target Company’s knowledge, customarily carried and insured against by Applicable Law owners of comparable businesses, properties and assets; (providedn) maintain their Books and Records in the Ordinary Course and record all transactions on a basis consistent with that practice; and (o) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.1(m) or Section 4.1(n) to occur. (2) Each Vendor and each Guarantor shall use commercially reasonable efforts (i) to not cause or permit to exist a breach of any representations and warranties of the Vendors or Guarantors contained in this Agreement, and (ii) to cause the Business to be conducted in such a manner that with respect to those actions which are required by Applicable Lawon the Closing Date such representations and warranties will be true, Buyer shall have been given at least three correct and complete as if they were made on and as of such date. (3) days prior written notice) between The Parties will consult on an ongoing basis in order that the date representatives of this Agreement Purchaser will become more familiar with the management, staff, philosophy and techniques and Books and Records of the Target Corporations, as well as with the Business and in order to provide experience as a basis for ongoing relationships in connection with the acquisition of the Corporation as of the Closing Date: (i) none . These consultations will include any commitments, arrangements or transactions proposed to be entered into that could reasonably be expected to give rise to a material liability or commitment of any kind and will allow sufficient time for the Purchaser to give reasonable consideration to the same. The Parties will develop procedures such that these consultations will be carried out quickly and effectively without detracting from the ability of the Company, its Subsidiary or Target Corporations to arrive at decisions in a timely manner and manage the Partnership shall, take any action impairing its rights in any material Contract other than Businesses in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)Ordinary Course.

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof to the Closing Date, and except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of extent that Purchaser shall otherwise consent in writing, Seller, with respect to the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary toBusiness, in all material respects, shall: (a) carry on its operate the business substantially as previously operated and only in the regular and ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; course; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary not purchase or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expendituresproperties, whether real or sellpersonal, lease tangible or intangible, that if acquired would be an Acquired Asset hereunder, and not sell or otherwise dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary real or the Partnership shall mortgage, pledge personal property or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each caseasset that would have been an Acquired Asset hereunder, except in the ordinary course of business and consistent with past practices; (c) maintain the Acquired Assets in their present order and condition, reasonable wear and use excepted, and deliver the Acquired Assets to Purchaser on the - 40 - 51 Closing Date in such condition, and maintain all policies of insurance covering the Acquired Assets in amounts and on terms substantially equivalent to those in effect on the date hereof; (d) take all steps reasonably necessary to maintain the Intellectual Property and other intangible assets of Seller; (e) pay all accounts payable in accordance with past practice and collect all accounts receivable in accordance with past practice, but not less than in accordance with prudent business practices; (f) comply with all laws applicable to the conduct of the Business of Seller where the failure to so comply would have a material and except as set forth adverse effect on the Business or the Acquired Assets; (g) maintain the Books and Records of the Business in Schedule 4.15 under existing arrangementsthe usual, regular, and ordinary manner, on a basis consistent with past practices and prepare and file all foreign, federal, state, and local tax returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by such taxing authorities; and (i)h) use reasonable best efforts to preserve the goodwill and patronage of its customers, Employees, suppliers and others having a business relationship with Seller.

Conduct of Business Prior to Closing. During Except as otherwise contemplated by this Agreement, during the period from and including the date of this Agreement through to but excluding the Closing Date, each Seller shall, and MSC shall cause each Seller to, conduct its operations only according to the Ordinary Course, to maintain its books, records and accounts in accordance with GAAP, and use commercially reasonable efforts to maintain satisfactory relationships with suppliers whose supply contracts the Buyer will assume and customers designated on Schedule 5.5(a). Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as contemplated may be first approved in writing by this Agreement or with the consent of Buyer, each Seller shall, and MSC shall cause each Seller to (a) refrain from amending or as required by Applicable Lawmodifying their respective certificate of incorporation and bylaws from their respective forms on the date of this Agreement, Seller and (b) refrain from entering into any Contract except Contracts in the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment Ordinary Course with terms no less favorable to the Company or its Subsidiary Sellers than those entered into prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary tohereof, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services refrain from canceling or waiving any claim or right of its significant employees; substantial value, (d) preserve the rightsrefrain from making any change in accounting methods or practices, franchisesexcept as required by law or GAAP, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve refrain from selling, leasing or otherwise disposing of any Permits required in connection with the business asset or property other than Excluded Assets and sales of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not Inventory in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material IndebtednessOrdinary Course, (iif) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make refrain from making any capital expenditures, expenditure or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each casecommitment therefor, except in the ordinary course of business consistent with past practiceOrdinary Course, and (g) refrain from painting any steel except as set forth in Schedule 4.15 under existing arrangementspursuant to a specific purchase order, (h) refrain from galvanizing any steel except to maintain galvanized product historically ordered, (i)) refrain from increasing raw materials or supplies beyond historic levels and (j) refrain from agreeing in writing to do any of the foregoing; provided that nothing in this Section 6.1 shall prevent either Seller from terminating any or all employees.

Conduct of Business Prior to Closing. During the period from the date of this Agreement through and continuing until the Closing Date, except as contemplated by earlier of the valid termination of this Agreement or with the consent Closing (the “Pre-Closing Period”), the Company covenants and agrees that, except (i) as set forth on Section 6.1 of Buyerthe Disclosure Schedule, or (ii) as required by Applicable Lawapplicable Legal Requirements, Seller and (iii) as expressly permitted or required by this Agreement, (iv) the Managers taking of the steps comprising the Pre-Closing Restructuring, (providedv) the payment of any amounts that would constitute Company Transaction Expenses, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with Company Debt or Indebtedness of the Company or its any Company Subsidiary prior to the date as of the execution Closing, if such amount was unpaid or outstanding as of the Interim Partnership AgreementReference Time or (vi) with the prior written consent of Purchaser (which consent (A) shall use their respective reasonable best efforts to cause not be unreasonably withheld, conditioned or delayed, and (B) may be provided by email, provided that such email is sent from one of the Company individuals of Parent set forth on Exhibit I and its Subsidiary to, in all material respects, specifically states that such email constitutes consent for purposes of this Section 6.1): (a) carry on the Company shall, and shall cause each Company Subsidiary to (i) conduct its business in the ordinary course of business consistent with past practice practice, and in compliance in all material respects with all Applicable Laws; (bii) to the extent consistent therewith, use its commercially reasonable efforts to maintain and preserve its present intact the current organization, business organization and relationships; (c) keep available franchise of the present services of its significant employees; (d) Company and each Company Subsidiary and to preserve the rights, franchises, goodwill and relations relationships of its key employees, customers, lenders, suppliers, regulators and others having key business relationships with the Company and the Company Subsidiaries (taken as a whole) (for the avoidance of doubt, any failure by the Company or any Company Subsidiary to take any action that is expressly prohibited by Section 6.1(b) shall not of itself constitute a breach of this Section 6.1(a)(ii)); and (b) without limiting Section 6.1(a), the Company shall not, and shall cause each Company Subsidiary not to, during the Pre-Closing Period, directly or indirectly, do or propose to do any of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Datefollowing: (i) none of amend or otherwise change the Company, its Subsidiary Company Organizational Documents or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of businessCompany Subsidiary Organizational Documents; (ii) none issue, grant, sell, dispose of, or encumber or otherwise mortgage, pledge or subject to any Lien, or authorize the issuance, grant, sale, disposition, encumbrance, mortgage or pledge of, any Shares or securities, or securities exchangeable for or convertible into securities, of the Company, its Subsidiary Company or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicableCompany Subsidiaries; (iii) except as set forth in Section 2.2(c)(A) split, none combine, recapitalize or reclassify any of the CompanyShares or issue or authorize or propose the issuance of any other securities in respect of, its Subsidiary in lieu of or in substitution for shares of the Company or the Partnership shall make Company Subsidiaries, (B) amend the terms or change the period of exercisability of any change in its capitalizationShares, (C) purchase, repurchase, redeem or otherwise acquire any of the Shares or (D) propose to do any of the foregoing; (iv) none acquire or agree to acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division or business thereof or any material portion of the Companyassets thereof; (v) enter into any joint venture, its joint development or other similar arrangement with one or more Persons; (vi) adopt or implement any shareholder rights plan; (vii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary or the Partnership shall (i) create, incur or assume make any material Indebtednessreductions in force; (viii) sell, lease, dispose of, or encumber or otherwise mortgage, pledge, or subject to any Lien (other than Permitted Liens) any assets or properties of the Company with a fair market or book value in excess of $10,000 on an individual basis; (ix) (A) incur, assume, or guarantee any Indebtedness as described in clauses (a), (iib), (d) or (e) of the definition thereof, in excess of $25,000, or (B) assume, guarantee, or endorse or otherwise as an accommodation become responsible for, the obligations of any Person in each case, individually or in the aggregate, or make any loans, loans or advances or capital contributions to or investments inin any other Person (other than a Company Subsidiary), in each case, other than any person advance of business expenses or entity, or (iii) settle any material litigationcredit card payables incurred in the ordinary course of business of the Company consistent with past practice; (vx) none modify the payment terms or payment schedule of any receivables, accelerate the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditurescollection of receivables, or sell, lease securitize, factor or dispose of otherwise transfer any assetsaccounts receivable, in each case, other than in the ordinary course of businessbusiness consistent with past practices; (vixi) none make or commit to make any capital expenditures or purchase of fixed assets other than (i) capitalized research & development expenditures and (ii) capital expenditures or purchases not exceeding $25,000 per expenditure or $150,000 in the aggregate; (xii) take any action to change accounting or Tax reporting policies, except as required by changes in the Accounting Standards occurring after the date of this Agreement or, except as so required by the Accounting Standards, change any assumption underlying, or method of calculating, any bad debt contingency or other reserve; (xiii) other than with respect to items or actions set forth on Schedule 1.1(g), make, revoke or change any material Tax election or settle or compromise any material U.S. federal, state, local or foreign Tax Liability, Tax assessment, Tax offset or Tax Audit, agree to an extension or waiver of a statute of limitations in connection with any Action related to Taxes, fail to file any material Tax Return when due, fail to pay any amount of Taxes when due, file any materially amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of the Company, its Subsidiary Company or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to existCompany Subsidiaries, except enter into any closing agreement affecting any material Tax Liability, or otherwise incur any material liability for minor imperfections of title or insignificant liens which do not, Taxes other than in the aggregateordinary course of business, detract from other than varying the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entityCompany’s PAYG instalment rates; (viixiv) Seller shall not mortgageenter into, pledge amend, terminate or subject to waive any Encumbrancematerial right under any Contract that would constitute a Material Contract other than in the ordinary course of business consistent with past practice (including the renewal of any Material Contract on substantially similar terms, or the Shares, nor permit expiration of any of the foregoing to existMaterial Contract in accordance with its terms); (viiixv) except as set forth form any Subsidiaries or acquire any interest in Section 2.2(c), the Company shall not declare, set aside any shares or pay any dividend or make ownership interests in any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its AffiliatesPerson; (ixxvi) enter into any operating lease with annual payments in each case, except excess of $10,000; (xvii) modify its standard warranty terms for its products or amend or modify any product warranties in effect as of the date of this Agreement in any manner that is adverse to the Company other than in the ordinary course of business consistent with past practice; (xviii) sell, assign, license, sublicense, covenant not to assert, lease, pledge, encumber, dispose, divest, abandon, allow to lapse or otherwise transfer (or agree to do any of the foregoing) any Company Intellectual Property, other than (A) non-exclusive licenses of Company Intellectual Property granted to customers, vendors or end users in the ordinary course of business consistent with past practices, (B) disclose any material trade secrets or other confidential or proprietary information of the Company or any of its Subsidiaries to any Person (except pursuant to reasonable non-disclosure agreements), or (C) subject any source code for material Company Software to Copyleft Terms; (xix) commence an Action other than for the routine collection of bills; (xx) settle or compromise any pending or threatened Action that (A) would involve the payment by the Company of an amount greater than $100,000, (B) involves or results in any restriction on the business or operation of the Company or (C) includes any admission of fault or wrongdoing by the Company; (xxi) enter into any labor or collective bargaining agreement or, through negotiation or otherwise, make any commitment or incur any Liability to any labor organization with respect to the Company; (xxii) except as required by any Company Plan or Contract, (A) increase the compensation payable or to become payable to any of its Employees, officers or directors or Service Providers, other than increases to annual base compensation in the ordinary course of business consistent with past practice to Employees or Service Providers with a gross annual salary of less than $100,000 that do not exceed 5% individually, (B) materially modify, or accelerate or otherwise change the ordinary course payment timing of, any existing salary, bonus, commission, severance, equity compensation, or other equity arrangements or any other compensatory arrangements with any such Persons or materially modify or waive any of the terms or conditions thereof or the performance or other criteria or conditions to payment or earning thereof, (C) make any loan, advance or capital contribution to, or grant any bonus, severance or termination pay to, enter into or amend any employment, severance or similar Contract with any of its directors, officers or other Employees or Service Providers, (D) establish, adopt, enter into, terminate or otherwise change the coverage or benefits available under, or the actuarial assumptions used in respect of, any Company Plan for the benefit of any of its current or former directors, officers or Employees or Service Providers, other than as specifically provided by this Agreement, (E) pay or otherwise grant any unusual or extraordinary benefit or other direct or indirect compensation to any Person, (F) promote, transfer or change the employment status or titles or terms of employment of any Employees or Service Providers with a gross annual salary of more than $100,000, (G) hire or engage, or terminate (or provide notice of termination) the employment or engagement of, any Employee or Service Provider with annual based compensation of more than $150,000, waive or release any restrictive covenant agreement with any Employee, director or Service Provider or (H) provide notice of, or implement, a reduction in force affecting, layoff, furlough or materially reduce the hours or weekly pay of, 10 or more Employees; (xxiii) reduce the amount of any insurance coverage provided by the Insurance Policies or allow any Insurance Policies to expire or lapse prior to the Closing Date; (xxiv) make any declaration, set aside, establish a record date for, or pay any dividends or other distributions or payments in respect of any of the Shares or other ownership or equity interests of the Company or the Company Subsidiaries (whether payable in cash, stock, property or a combination thereof or otherwise); or (xxv) take, or agree in writing or otherwise to take, any of the actions described above in this Section 6.1. (c) If requested by Purchaser within forty-five (45) days after the date hereof, the Company shall take the actions set forth on Section 6.1(c) of the Disclosure Schedule. (d) The Company shall use commercially reasonable efforts to complete the Pre-Closing Restructuring prior to July 1, 2024, and except as in any event prior to the Closing. (e) Purchaser, the Company and the Sellers’ Representative agree to take the actions set forth in Section 6.1(e) of the Disclosure Schedule 4.15 under existing arrangements, (i)during the Pre-Closing Period.

Conduct of Business Prior to Closing. During Except for actions contemplated by this Article VIII or actions taken with the period prior written consent of Purchaser, from the date of this Agreement through Effective Date until the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and Property Sellers shall conduct its affairs in the Managers Ordinary Course of Business, and Seller and Property Sellers shall: (provideda) refrain from entering into, howeveramending, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company renewing, modifying or its Subsidiary prior consenting to the date termination of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary any Material Contract or Seller’s or Property Sellers’ rights thereunder including, but not limited to, granting any rent concessions or abatements that extend beyond the Closing Date; (b) maintain the Business intact, market, promote, and sell its products and services consistently in all material respectsrespects with past practice, and preserve the goodwill of the Business and present relationships with its suppliers, customers, commission agents, tenants and others with whom it has business relations; (ac) carry on maintain the Real Properties, buildings, structures and other improvements and machinery and equipment constituting any of the Purchased Assets in such operating condition and repair as is necessary to conduct the Business, ordinary wear and tear excepted; (d) meet its business contractual obligations in all material respects and perform and pay its obligations as they mature in the ordinary course consistent with past practice and in compliance Ordinary Course of Business; (e) comply in all material respects with all Applicable Laws; (b) preserve its present business organization judgments and relationships; (c) keep available Laws promulgated by any Governmental Authority and all Permits applicable to the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations conduct of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with Business or the business ownership or operation of the CompanyPurchased Assets, its Subsidiary and maintain in all material respects, and prosecute applications for, such Permits and pay all Taxes, assessments and other charges applicable thereto; (f) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Business and the Purchased Assets; {B0968884.12} (g) promptly advise Purchaser in writing of (i) any material adverse change in the Purchased Assets or the Partnership conduct of the Business (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers financial or otherwise) or the Management Corporations shall take any material action not in prospects of the ordinary course of business relating to Business, or (ii) the Company, its Subsidiarycommencement of, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated herebythreat of, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Companydispute, its Subsidiary claim, action, suit, proceeding, arbitration or the Partnership shall make any change in its charter documentsinvestigation by, by-laws, against or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments inaffecting Seller, any person or entityProperty Seller, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing Purchased Assets or the Business; and (h) not take any action, or omit to existtake any action, except for minor imperfections that would cause any of title or insignificant liens which do not, in Seller’s representations and warranties to be untrue at the aggregate, detract from the value time of such assets, taken action or omission as a whole, or interfere with the present or proposed uses thereof or the business if made at and as of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)time.

Conduct of Business Prior to Closing. During the period from the date of this Agreement through to the Closing DateClosing, the Seller shall: except as contemplated by otherwise provided in this Agreement or with consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), conduct the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business Business in the ordinary course consistent with past practice and regular customer service and business policies and not enter into any transaction which, if effected before the date of this Agreement, would constitute a breach of the representations, warranties or agreements of the Seller contained in compliance this Agreement; use all reasonable efforts to maintain good relations with its employees, customers, and suppliers; preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; pay the debts, Taxes and other obligations of the Business when due; continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; perform all of its obligations under all Contracts (including all Assigned Contracts); maintain the Books and Records of the Seller in accordance with past practice; comply in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available Law applicable to the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations conduct of the Company Clients Business or the ownership and others with whom material business relationships existuse of the Purchased Assets; and (e) preserve not take or permit any Permits required action that would cause any of the changes, events or conditions described in connection Section 4.8 to occur; cooperate with the business of Purchaser and use all reasonable efforts to obtain and diligently assist the Company, its Subsidiary or the Partnership Purchaser in obtaining (including without limitation i) all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take necessary Consents under any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of all necessary consents and approvals required any Contract; and promptly advise the CompanyPurchaser orally and, its Subsidiary or if then requested by the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assetsPurchaser, in each casewriting, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)of

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business During the Closing Period, GoldQuest shall cause the GoldQuest Entities to conduct their businesses in the ordinary course course, consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rightspractice, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In additionlimitation, none of Seller, by causing the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing DateGoldQuest Entities to: (i) none preserve intact their current business organization, use commercially reasonable efforts to keep available the services of any employees, consultants, independent contractors and supplies and maintain good relations with, and the Companygoodwill of, its Subsidiary or Persons having business relationships with the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of businessGoldQuest Entities; (ii) none retain possession and control of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicableAssets; (iii) except as set forth in Section 2.2(c), none maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Company, its Subsidiary or the Partnership shall make any change in its capitalizationGoldQuest Entities; (iv) none conduct the businesses of the CompanyGoldQuest Entities in such a manner that, its Subsidiary or on the Partnership shall (i) createClosing Date, incur or assume any material Indebtednessthe representations and warranties of GoldQuest and the GoldQuest Entities contained in this Agreement are true, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigationcorrect and complete as if such representations and warranties were made on and as of such date; (v) none of report to Portex, on a quarterly basis as applicable, material matters relating to the CompanyGoldQuest Entities, its Subsidiary or their businesses and the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of businessProperties; (vi) none of the Companynot assume any debts, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend liabilities or make any other distribution in respect of its capital stock, make advance to any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each casePerson, except in the ordinary course course. (b) At or prior to Closing, GoldQuest shall advance sufficient funds to the GoldQuest Entities to pay, settle or assign all of business consistent with past practicetheir respective accounts and loans payable, and except without disposing or depleting of their Assets outside the ordinary course, such that at Closing the Books and Records of the GoldQuest Entities will properly record no amounts outstanding to any third party in respect of accounts or loans due and payable. (c) GoldQuest shall take all commercially reasonable actions as are within its power to control and shall use commercially reasonable efforts to cause other actions to be taken which are not within their power to control, so as to ensure compliance with all of the conditions set forth in Schedule 4.15 under existing arrangementsSection 7.1 including ensuring that during the Closing Period and at Closing, (i)there is no breach of any of its representations and warranties.

Conduct of Business Prior to Closing. During From the date hereof until the Closing, except as permitted by this Agreement or as otherwise consented to by Purchaser in writing, which consent shall not be unreasonably withheld or delayed, Seller shall: (a) carry on any business relating to the Timberlands and the Skylark Property in the ordinary course and in the same manner in which such business has previously been conducted and substantially in accordance with the 1998 Harvesting Forecast or the 1999 Harvesting Forecast, to the extent applicable, and to the extent to preserve intact the relationships with customers, suppliers and others having business dealings relating to the Timberlands; (b) maintain its books of account and records relating to the Timberlands and the Skylark Property business in its usual, regular and ordinary manner, consistent with past practice; and (c) not hire any individuals for employment in the business that is the subject of this Agreement without Purchaser's consent or terminate any Timberland Employee unless Seller (i) terminates such Timberland Employee for cause or (ii) obtains Purchaser's prior consent. Notwithstanding the preceding sentence, Seller shall be entitled to continue to conduct harvesting operations on the Timberlands during the period from the date hereof until the Closing, so long as the amount of this Agreement through timber harvested during such period does not substantially depart from the Closing Date1998 Harvesting Forecast or the 1999 Harvesting Forecast, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as extent applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i).

Conduct of Business Prior to Closing. During Except for actions taken with the period prior written consent of Buyer, from the date of this Agreement through and including the Closing Date, except as contemplated by this Agreement or with Seller shall conduct the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business IntelliSense Business in the ordinary course consistent with Seller’s past practice practices including, but not limited to, collection of accounts receivable. Seller shall not, directly or indirectly, take or permit to exist any action or condition specified in Section 4.7 above, and in compliance in all material respects Seller shall: (a) use its reasonable best efforts to maintain the IntelliSense Business intact, to market, promote and sell its services consistently with all Applicable Laws; Seller’s past practices, and to preserve the goodwill of the IntelliSense Business and its relationships with customers, suppliers and other third parties; (b) preserve its present business organization maintain the Leased Real Property and relationships; Equipment in good operating condition and repair, ordinary wear and tear excepted, and to continue maintenance, capital expenditures and other similar operational decisions in accordance with Seller’s normal practices; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations meet all contractual obligations of the Company Clients IntelliSense Business and others with whom material business relationships exist; perform and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation pay all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not obligations as they mature in the ordinary course of business relating business; (d) make all payments and filings required with respect to the CompanyIntellectual Property in a timely manner, its Subsidiaryand continue to prosecute and maintain all pending applications therefor in all jurisdictions in which such applications are pending; Asset Purchase Agreement (e) comply with all Orders, Laws and Permits applicable to the conduct of the IntelliSense Business or the ownership or operation of the Acquired Assets; (f) not take any action, or omit to take any action, directly or indirectly, with the Partnership intent that Seller’s representations and warranties made herein would become inaccurate at the time of such action or which could reasonably have omission (or at Closing) as if made at and as of such time, except as would not cause a Material Adverse Effect on Effect; (g) continue unchanged the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality compensation and terms of the foregoing, except as contemplated by this Agreement or consented employment presently provided to by BuyerSeller’s officers and employees; (h) not issue any shares of capital stock, or as required by Applicable Law (providedany options, that with respect warrants, convertible or exchangeable securities or other rights to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date acquire shares of this Agreement and the Closing Date:capital stock of Seller; (i) none of the Companynot acquire any corporation, its Subsidiary partnership, other business organization or the Partnership shall, take any action impairing its rights in division thereof; (j) not enter into any material Contract other than in the ordinary course of business, consistent with past practice; (iik) none of not enter into any employment or consulting agreement or increase the Companycompensation payable to its officers, its Subsidiary employees or the Partnership shall make any change consultants, except for increases in its charter documents, by-laws, accordance with existing agreements or partnership agreement, as applicablepast practices; (iiil) except as set forth in Section 2.2(c)not grant any severance or termination pay to, none of the Companyor enter into any severance agreement with, its Subsidiary or the Partnership shall make enter into any change in its capitalization; (iv) none of the Company, its Subsidiary stay bonus or the Partnership shall (i) create, incur other special compensation arrangements with or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments inwith respect to, any person director, officer or entity, or other employee of Seller (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than payment of no more than two weeks’ severance to terminated employees in the ordinary course of businessbusiness and consistent with past practice); (vim) none not establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance, stay bonus or other plan, agreement, trust, fund, policy or arrangement for the benefit of the Companyany director, its Subsidiary officer or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entityemployee; (viin) not take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, internal controls, inventory management, pricing, billing, warranty and return policies, payment of accounts payable or collection of accounts receivable; (o) not enter into any transaction with any Affiliate of Seller shall (other than transactions entered into as contemplated by this Agreement) or enter into any transactions otherwise than on an arm’s-length basis; Asset Purchase Agreement (p) not mortgage, pledge or subject to any EncumbranceEncumbrance any of Seller’s property, business or assets, except materialmen’s liens securing payments not yet due, tax liens in respect of Taxes not yet due and other statutory liens in respect of obligations not yet due and that are not, individually or in the Sharesaggregate, nor material to Seller; (q) not make any material gifts of or sell, lease, transfer or exchange any material property for less than the fair market value thereof; (r) not allow any material governmental Permit to lapse, expire or terminate, except as would not cause a Material Adverse Effect; (s) not enter into, amend, extend, terminate or permit any renewal notice period to lapse with respect to any lease or any other contract obligation that contains either consideration to be given or performed by Seller of a value exceeding $10,000 or a term exceeding one year; or (t) not enter into, directly or indirectly, any Contractual obligation, or make any promise, to do any of the foregoing things referred to exist; in clauses (viiia) except as set forth through (t) above or any of the things referred to in Section 2.2(c4.7 above (without regard to the period of time to which such Section applies by its terms), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i).

Conduct of Business Prior to Closing. During the period from From and after the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Lawhereof, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on to conduct its business and affairs only in the ordinary course and consistent with past practice prior practices, and in compliance in all material respects with all Applicable Laws; (b) to maintain, keep and preserve its assets and properties in good condition and repair (it being understood that occasional breakdowns which do not materially affect the value of such assets and properties will nonetheless occur from time to time) and maintain insurance thereon in accordance with present practices, and Seller will use their best efforts to preserve the business and organization and relationships; (c) of Company intact, to keep available to Purchaser the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company's officers and employees and to preserve for the benefit of Purchaser the goodwill of Company's suppliers and customers and others having business relations with the Company; provided, its Subsidiary that Company will not have any accounts payable which shall have been, at the Closing, outstanding for a period of time (in any event, not more than forty-five days after the date the same shall be due) greater than Company customarily waits before paying such accounts payable. Seller shall give Purchaser prompt written notice of any change in any of the information contained in the representations and warranties made in Section 5 or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating Schedules referred to therein which occurs prior to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofClosing. Without limiting the generality of the foregoing, prior to the Closing the Company will not, and Seller will not permit Company to: a. change its certificate of incorporation or by-laws or merge or consolidate or obligate itself to do so with or into any other entity; b. enter into any contract, agreement, commitment or other understanding or arrangement that would have been required to be listed under subsection (i), (v) (except as contemplated by this Agreement that the Company may renew or consented to by Buyerreplace expiring or terminating insurance policies with policies having substantially the same coverage for approximately the same, or as required by Applicable Law fair market, premiums), (providedvi), that with respect to those actions (vii), (viii), (ix)(except for entering into ordinary course agreements which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary not individually material to Purchaser or the Partnership shallCompany in connection with the ordinary course operation of Company's business), (x) or (xiii) of Section 5(l); or c. perform, take any action impairing its rights in or incur or permit to exist any material Contract other than in the ordinary course of business; (ii) none of the Companyacts, its Subsidiary transactions, events or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none occurrences of the Company, its Subsidiary or the Partnership shall make any change type described in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall subsection (i) create, incur or assume any material Indebtedness), (ii) make any loans), advances or capital contributions to or investments in(iii), any person or entity(iv), (v), (viii), (ix), (x), (xi), (xii), (xiii), or (iiixiv) settle of Section 5(l) which would have been inconsistent with the representations and warranties set forth herein had the same occurred after the Balance Sheet Date and prior to the date hereof; or d. otherwise take or cause to be taken any material litigation; (v) none action which could have any long-term or lasting effect of any kind on the Company or with respect to the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties 's business or assets. In the event that the Company engages prior to the Closing in any act or activity described in Section 7, nor permit Seller will give Purchaser prompt written notice thereof. In the event that Seller engages prior to the Closing in any act or activity described or referred to in Section 7(a), (b), (c) or (d), Seller will give Purchaser prompt written notice thereof. In furtherance and not in limitation of the foregoing provisions of this Section 7, (A) the Company shall not be entitled to existpay the Seller Transaction Costs (as defined in Section 15(i)), except redeem any or all of Seller' Sportshow Shares, or otherwise pay, directly or indirectly, to, for minor imperfections or on behalf of title Seller, any payment or insignificant liens which do notamount for any reason or purpose whatsoever, excepting only salary, payable from the Execution Date at a rate of (pound)10,000 per week, (B) the Company shall not be entitled to pay, directly or indirectly, to, for or on behalf of Seller, any payment or amount for any reason or purpose whatsoever, excepting only salary, payable from the Execution Date at the same rate paid prior to March 31, 2003, and (C) Seller shall, at or prior to the Closing, reimburse to Purchaser the amount of any Seller Transaction Costs borne by Seller with respect to services performed from and after March 31, 2003, to the extent the same shall, in the aggregate, detract from exceed the value lesser of (x) (pound)2,000 or (y) such assetsamount, taken if any, as a whole, or interfere with the present or proposed uses thereof or the business financial statements of such entity; (vii) Seller shall not mortgagereflect as an accrued account payable of Seller as of March 31, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)2003.

Conduct of Business Prior to Closing. (i) During the period from the date of this Agreement through the Closing DateInterim Period, other than any COVID-19 Actions and except as contemplated by expressly provided in this Agreement or with the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, delayed or as required by Applicable Lawconditioned, Seller and shall cause the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior Corporations to the date of the execution of the Interim Partnership Agreement) shall use conduct their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business businesses in the ordinary course consistent with past practice practice. (ii) Without limiting the generality of Section 7.1(i), Seller shall cause the Corporations to: (A) use commercially reasonable efforts to preserve intact the current business organization of the Corporations, maintain good relations with, and the goodwill of, suppliers, creditors, distributors and all other Persons having business relationships with the Corporations and preserve the value of their businesses; (B) use commercially reasonable efforts to not cause or permit to exist a breach of any representations and warranties of Seller contained in compliance this Agreement and to conduct the Corporations’ businesses in such a manner that on the Closing Date such representations and warranties will be true, correct and complete as if they were made on and as of such date. (C) comply in all material respects with the Corporations’ obligations under the Leases and the Contracts and comply in all material respects with all Applicable Lawsapplicable Law; (D) maintain in full force and effect the FDA and Health Canada licenses, the Governmental Authorizations, trade accreditations and all registrations of all Intellectual Property, to the extent applicable; (E) use commercially reasonable efforts to have as a minimum target their current levels of plasma collection and production; (F) maintain all material structures, equipment and other tangible personal property in the Donor Centers in their present state of repair, order and condition, except for depletion and ordinary wear and tear; and (G) maintain in full force and effect and comply in all material respects with the Corporations’ obligations under the insurance policies and in effect on the date of this Agreement until the Closing Date, or the earlier termination of this Agreement. (iii) During the Interim Period, Seller shall cause each of the Corporations not to take any of the following actions, without the prior written consent of the Purchaser, not to be unreasonably withheld, delayed or conditioned, except in connection with the Pre-Closing Reorganization or as otherwise expressly provided in this Agreement: (A) amend its charter or by-laws or similar organizational documents; (a) split or reclassify any shares of capital stock; (b) preserve its present business organization and relationshipsissue, pledge, transfer, encumber or sell any additional shares of capital stock of any class or series, or any securities convertible into or exchangeable for, or options or rights to acquire, shares of capital stock of any class or series; or (c) keep available the present services repurchase, redeem or otherwise acquire any shares of its significant employees; capital stock; (dC) preserve the rightsenter into, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary amend or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers terminate or the Management Corporations shall take waive any material action not right under any material Contract, except material Contracts entered into, amended or terminated in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that consistent with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date:past practice; (iD) none acquire any business, material assets or Person, whether by merger, consolidation, purchase of the Companyassets or equity interests, its Subsidiary in a single transaction or the Partnership shall, take a series of related transactions or enter into any action impairing its rights in new line of business or materially change or terminate any material Contract business practice; (E) make any capital expenditure other than in the ordinary course of businessbusiness or consistent with past practice; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and sell, lease, license or otherwise dispose of, or incur any Encumbrances (other than Permitted Encumbrances) on, any material assets, Intellectual Property, or other properties or rights in amount; (ii) engage in any liquidation, dissolution, restructuring or other reorganization or any merger, recapitalization, business combination or similar transaction; or (iii) or dispose of or disclose to any Person, other than representatives of Purchaser, any Proprietary Rights, except as set forth provided in Schedule 4.15 under existing arrangementsthis Agreement; (G) Other than in favor of an Affiliate and which shall be settled prior to Closing, (a) incur any Indebtedness other than in the ordinary course of business or consistent with past practice or (b) make any loans or advances to, or capital contributions or investments in, any Person except loans or advances to customers in the form of trade credit or deferred purchase price arrangements in the ordinary course of business; (H) other than in the ordinary course of business or consistent with past practice, (i)) adopt or amend in any material respect, or accelerate the payment or vesting of benefits or amounts payable under, any Employee Plan or (ii) materially increase the compensation or fringe benefits of any Employee, except as required by a Contract or Employee Plan; (I) except as required by Law or other than in the ordinary course of business or consistent with past practice and other than routine employee terminations, implement or effect any general reduction in force, lay-off, early retirement program, severance program or other program concerning the termination of employment of employees. (J) (a) settle or compromise any claim or liability with respect to Taxes, make, change or revoke any election with respect to Taxes, agree to any adjustment of any Tax attribute, surrender any right to claim a refund, reduction or other recovery for any Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or Tax Return, amend any Tax Return or enter into any closing agreement or other agreement (including any agreement with applicable Governmental Authority) relating to Taxes, (b) fail to timely pay all Taxes when due or timely file all required Tax Returns, (c) adopt or change any tax accounting principles, methods or practices with respect to Taxes; or (d) adopt or change any method of accounting or accounting practices in any material respect except as required by IFRS; (K) settle or compromise any legal proceeding or investigation or enter into any consent decree, injunction or similar restraint or form of equitable relief in settlement of any proceeding; (L) other than in the ordinary course of business consistent with past practice, fail to manage the payment of accounts, collection of accounts receivable and loan facility borrowing and repayment; (M) with respect to any Employees, (a) increase the rate or terms of compensation payable or to become payable to any of them, except for customary annual salary increases for Employees consistent with past practice not to exceed three percent (3%) in the aggregate or as required by Law, an employment Contract or Employee Plan, or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by Law or any employment Contract or any Employee Plan; or (b) amend or enter into any new employment or severance Contract; (N) make any promise or commitments to with any Employee as to the continued employment of such Employee for a specific duration after the Closing Date; (O) make any material alteration in the manner of keeping the books, accounts or records of the Corporations, or in the accounting practices therein reflected, except as required by applicable Law; (P) knowingly take action that would cause any representation or warranty herein to be untrue or incorrect as of the date when made, or as of the Closing Date or which would be reasonably likely to cause the failure of any condition precedent to Closing; and (Q) enter into any commitment or agreement to take any of the actions with respect to any of the foregoing.

Conduct of Business Prior to Closing. During From the period from Effective Date until the date of this Agreement through the Closing Termination Date, except (a) as contemplated otherwise provided in this Agreement, or (b) as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), the Member shall (provided that, for purposes of clarity, other than Section 6.04(g), this Section 6.04 shall not apply to any subsidiaries of the Member, other than the Company) and shall cause the Company to: (i) operate, conduct and carry on the Business and the operations of the Company only in the ordinary course and consistent with past practice; (ii) maintain and keep the Company’s properties in states of good repair and condition as at present, except for ordinary wear and tear and damage; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by the Company; (iv) perform in all material respects all of the Company’s obligations under Material Contracts; (v) use their commercially reasonable efforts to maintain and preserve the Company’s business organization intact, to retain the Company’s key employees, and to maintain the Company’s relationship with their material suppliers and customers; and (vi) comply with and perform in all material respects all obligations and duties imposed on the Company by all federal and state Laws and all rules, regulations, and orders imposed by Governmental Authorities. Notwithstanding the foregoing, except as expressly required by this Agreement Agreement, as set forth on Section 6.04 of the Selling Parties Disclosure Schedule or with the prior written consent of Buyer, the Company shall not: (a) (i) declare or as required by Applicable Lawpay any dividends on or make other distributions in respect of any of the Membership Interests or other securities, Seller and or (ii) repurchase, redeem or otherwise acquire or modify the Managers terms of any of the Company’s membership interests or other securities, including the Acquired Interests; (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with b) form any direct or indirect subsidiary of the Company or its Subsidiary prior windup, liquidate, dissolve or terminate the Company; (c) (i) make any voluntary declaration of, or initiate any proceedings in, bankruptcy or insolvency or filing any petition for relief with respect to the date Company, (ii) make any assignment for the benefit of creditors on behalf of the execution Company, or (iii) apply for the appointment of a custodian, receiver or trustee for the Company; (d) amend, modify, waive or rescind any of the Interim Partnership AgreementOrganizational Documents of the Company; (e) shall use their respective reasonable best efforts make any capital expenditure(s) or enter into any Contract(s) therefor that is in excess of $10,000 individually or $50,000 in the aggregate, other than in connection with the execution and delivery and performance of the Secured Notes and any related documents executed in connection therewith; (f) enter into any Contract that (i) would have been required to cause be set forth on Section 3.15 of the Company and its Subsidiary to, Disclosure Schedule if in all material respectseffect on the date hereof, (aii) carry on its business in is outside the ordinary course of business consistent with past practice and in compliance in all material respects (iii) cannot be assigned or transferred to Buyer; (g) enter into or modify any Contract, or transaction with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company’s Affiliates or any Member, its Subsidiary director, manager, officer, employee or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none consultant of Seller, the Company; (h) terminate, its 37 44 Subsidiaryrescind, the Managers amend or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiaryotherwise modify, or the Partnership or which could reasonably have a grant any waiver under, any Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date:Contract; (i) none enter into any Contract for the purchase of any real property or the sale or lease (including any extension thereof) of any Leased Real Property, or any amendment thereto; (j) acquire by merging or consolidating the Company with, or purchase any of the Companyequity interests or material assets of, its Subsidiary directly or indirectly, any other Person or any business or division thereof; (k) cancel any Indebtedness owed to or claims held by the Partnership shall, take Company or waive any action impairing its other rights in any material Contract held by the Company other than in the ordinary course of business; (iil) none create, incur, assume, modify or amend the terms of any Indebtedness or enter into, as lessee, any capital lease; (m) institute, abandon, settle or compromise any pending or threatened claim or Action by, against or involving the Company other than settlements or compromises of any Action which contain a release of all claims in exchange for payment of an immaterial monetary amount; (n) make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, its Subsidiary surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any Tax Return or the Partnership shall make payment of any change in its charter documentsTax, by-lawsif such election, or partnership adoption, change, amendment, agreement, as applicablesettlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date; (iiio) except as set forth in Section 2.2(c)establish or increase any profit-sharing, none bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit with respect to employees or consultants of the Company (or any other Person who provides services to the Company, its Subsidiary or the Partnership shall make any change in its capitalization); (ivp) none Establish, amend, modify or terminate any Benefit Plan, collective bargaining agreement or Contract with any Union or other labor organization, other than those being negotiated as of the Company, its Subsidiary or the Partnership shall effective date of this Agreement; or (i) create, incur or assume any material Indebtedness, (iiq) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to existincrease or, except for minor imperfections with respect to an employee having an annual base salary of title less than $100,000 or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practicepractices, decrease in the compensation (including base salary, wages and except as set forth bonus opportunities) of the directors, managers, officers, employees or consultants of the Company (or any other Person who provides services to the Company). For purposes of clarity nothing contained in Schedule 4.15 under existing arrangements, (i)this Agreement shall prohibit the Company from using any of its cash or cash equivalents to repay all or any portion of any Indebtedness or Existing Indebtedness at or prior to the Closing.

Conduct of Business Prior to Closing. During the period Seller covenants and agrees ------------------------------------- that, from the date of this Agreement through hereof to the Closing Date, and except as contemplated by this Agreement or with to the extent that Purchaser shall otherwise consent of Buyer, or as required by Applicable Lawin writing, Seller and the Managers (providedshall, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior respect to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, Business: (a) carry on its business operate the Business substantially as previously operated and only in the regular and ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; course; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary not purchase or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expendituresproperties, whether real or sellpersonal, lease tangible or dispose of any assetsintangible, in each casethat if acquired would be an Acquired Asset hereunder, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, and except in the ordinary course of business not sell or otherwise dispose of any real or personal property or asset that would have been an Acquired Asset hereunder; (c) maintain the Acquired Assets in their present order and condition, reasonable wear and use excepted, and deliver the Acquired Assets to Purchaser on the Closing Date in such condition, and maintain through the Closing Date all policies of insurance covering such Acquired Assets in amounts and on terms substantially equivalent to those in effect on the date hereof; (d) take all steps reasonably necessary to maintain the Intellectual Property and other intangible assets of the Business; (e) pay all accounts payable of the Business in accordance with past practice and collect all accounts receivable in accordance with past practice; (f) comply with all laws applicable to the conduct of the Business; and (g) maintain the books and records of the Business in the usual, regular, and ordinary manner, on a basis consistent with past practicepractices and prepare and file all foreign, federal, state, and except as set forth in Schedule 4.15 under existing arrangements, (i)local tax returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by such taxing authorities.

Conduct of Business Prior to Closing. During Without in any way limiting any other obligations of Sellers hereunder, during the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior hereof to the date Time of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary toClosing, in all material respects, Sellers shall: (a) carry on its business ensure that the Company shall: (i) conduct the Business and the operations and affairs of the Company only in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the practice. The Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated herebynot, without giving Buyer the prior written notice thereof. Without limiting the generality consent of the foregoingPurchaser, except as contemplated by this Agreement enter into any transaction or consented to by Buyerrefrain from doing any action which, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between if effected before the date of this Agreement and the Closing Date: (i) none Agreement, would constitute a breach of any representation, warranty, covenant or other obligation hereunder of Sellers or the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in . Sellers shall not enter into any material Contract other than in supply arrangements relating to the ordinary course Company or make any material decisions or enter into any material Contracts with respect to the Company without the consent of businessPurchaser, which consent shall not be unreasonably withheld or delayed; (ii) none continue to maintain in full force and effect all policies of the Company, its Subsidiary insurance or the Partnership renewals thereof now in effect and shall make any change give all notices and present all claims under all policies of insurance in its charter documents, by-laws, or partnership agreement, as applicablea due and timely fashion; (iii) except as set forth in Section 2.2(c), none use all Commercially Reasonable Efforts to preserve intact the Business and the property and assets of the Company and to carry on the Business and the affairs of the Company as currently conducted, and to promote and preserve for Purchaser the goodwill of consultants and others having business relations with the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none pay and discharge the liabilities of the Company in the ordinary course in accordance and consistent with the previous practice of the Company, its Subsidiary or except those contested in good faith by the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigationCompany; (v) none not enter into capital spending commitments in excess of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than $25,000 in the ordinary course of businessaggregate absent Purchaser's prior written consent; (vi) none not hire any employees or increase the compensation level of the Company, its Subsidiary any officer or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, manager except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere consultation with the present or proposed uses thereof or the business of such entityPurchaser; (vii) Seller shall not mortgage, pledge declare or subject make any distribution or return of capital to any Encumbrance, the Shares, nor permit any of the foregoing to existits members; (viii) except as set forth in Section 2.2(c), not enter into any contract or agreement with any Person not dealing at arm's length with the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates;Company; and (ix) not establish any new Employee Plan; (b) take or cause to be taken all necessary action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and documents contemplated hereby and to complete the transfer of the Membership Interests to Purchaser and to cause all necessary meetings of directors, managers, members and shareholders of Sellers and the Company, as applicable, to be held for such purpose; (c) use all Commercially Reasonable Efforts to prevent permit number 77236 from lapsing, being revoked or becoming void; and (d) use all Commercially Reasonable Efforts to satisfy the conditions contained in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)Article 3.

Conduct of Business Prior to Closing. During the period Except as contemplated by this Agreement, from and after the date of this Agreement through hereof the Closing Date, except Company shall conduct such Business in the ordinary course and consistent with past practices. Except as contemplated by this Agreement or with the as consented to by Purchaser (and any such consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, to a matter that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with would not impact the Company or its Subsidiary prior to following the Closing shall not unreasonably be withheld) in writing, from and after the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause hereof the Company and its Subsidiary to, in all material respects, shall act as follows: (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the The Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take will not adopt any material action not change in the ordinary course any method of business relating to the Company, its Subsidiary, accounting or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoingaccounting practice, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of businessGAAP; (iib) none of the Company, its Subsidiary or the Partnership shall make any change in The Company will not amend its charter documents, or by-laws, or partnership agreement, as applicable; (iiic) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except Except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except dispositions in the ordinary course of business consistent with past practice, the Company will not sell, mortgage, pledge or otherwise dispose of any assets or properties owned or used in the operation of the Station; (d) The Company will not merge or consolidate with, or agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other business entity; (e) The Company will use reasonable commercial efforts to maintain its goodwill, business relationships, licenses and except franchises; (f) In the event the Closing does not occur prior to the expiration of the existing labor agreement, the Company will negotiate in good faith, and in consultation with Purchaser, an extension of its labor union contract for the period of time prior to the Closing, but the Company will not enter into any new labor union agreement or further renew its existing contract. Prior to Closing, the Company will permit the Purchaser to engage in good faith, pre-acquisition negotiations with the incumbent labor union for a new labor agreement which would become effective on or after the Closing and contain such wages, hours and other terms and conditions of employment as set forth in Schedule 4.15 under existing arrangements, (i)may be mutually acceptable to the union and the Purchaser.

Conduct of Business Prior to Closing. During the period from 5.2.1. From and after the date of this Agreement through until the Closing DateClosing, except as contemplated otherwise provided herein or consented to in writing by this Agreement Buyers (which consent shall not be unreasonably withheld, conditioned or with the consent of Buyerdelayed), or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 Sellers shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, Companies to (a) carry on its business in conduct the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not Business in the ordinary course of business relating consistent with past practice; (b) use commercially reasonable efforts to the Companymaintain and preserve intact, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, the organization, operations, goodwill and relationships (including with Employees, agents, independent contractors, customers and suppliers) of the Business as currently conducted; (c) use commercially reasonable efforts to maintain the Assets in substantially the same manner as they were maintained on the date of this Agreement in the ordinary course of business consistent with past practice, ordinary wear and tear excepted; (d) use commercially reasonable efforts to keep in full force and effect insurance applicable to the Assets and their respective operations comparable in amount and scope of coverage to that currently maintained; and (e) not amend, modify, cancel, waive, assign or fail to perform or enforce any material rights or obligations under or otherwise change in any material respect any Material Contract. From and after the date of this Agreement until the Closing, except as set forth consented to in Schedule 4.15 under existing arrangementswriting by Buyers, Sellers shall not take any action that would cause any of the changes, events or conditions described in Section 3.8 to occur. Notwithstanding anything herein to the contrary, Companies may distribute all Cash on Hand prior to the Closing (ibut not after). 5.2.2. From and after the date of this Agreement until the Closing, except as consented to in writing by Seller Representative (which consent shall not be unreasonably withheld, conditioned, or delayed), Buyer Parent shall not (a) amend the certificate of incorporation or other organizational documents of Buyer Parent; (b) split, combine, or reclassify, or offer to split, combine or reclassify, any shares of Buyer Parent Common Stock in a manner that would be adverse to Sellers, in their capacities as holders of the Buyer Parent Common Stock issuable at Closing; (c) consummate, or agree to consummate, any issuance of Buyer Parent Common Stock or other equity securities that require the approval of the voting stock of Buyer Parent or its successor pursuant to Section 312.03(c) or Section 312.03(d) of the New York Stock Exchange Listed Company Manual (or any similar replacement provision); or (d) other than in the ordinary course of business consistent with past practice, declare or pay any dividends on or in respect of any Buyer Parent Common Stock or redeem, purchase or acquire any, or offer to redeem purchase or acquire any, shares of Buyer Parent Common Stock.

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof until the Closing DateClosing, except as contemplated by otherwise provided in this Agreement or with consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the consent of BuyerCompany shall, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 Equity Holders shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, : (ax) carry on its business conduct the Business in the ordinary course Ordinary Course of Business consistent with past practice practice; and in compliance in all material respects with all Applicable Laws; (by) use commercially reasonable efforts to maintain and preserve intact its present business organization current Business organization, operations and relationships; (c) keep available the present services of its significant employees; (d) franchise and to preserve the rights, franchises, goodwill and relations relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall, and the Equity Holders shall cause the Company to: (a) preserve and maintain all Permits required by Law for the conduct of the Business as currently conducted or the ownership and use of the assets or properties of the Company; (b) pay the uncontested debts, Taxes and other obligations of the Company Clients when due; (c) continue to collect or write off accounts receivable in a manner consistent with past practice; (d) maintain the tangible properties and others with whom material business relationships exist; and (e) preserve any Permits required assets included in connection with the business assets or properties of the Company, its Subsidiary or as well as the Partnership (including without limitation all investment adviser and commodity adviser registrations). In additionLeased Real Property, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect same condition as they were on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement Agreement, subject to reasonable wear and tear; (e) continue in full force and effect all insurance policies, subject to renewals or replacements thereof, except as required by applicable Law; (f) defend and protect the Closing Date:properties and assets included in the assets or properties of the Company from infringement or usurpation; (g) cause the Company to perform all of its obligations under all of the Company’s Contracts when due; (h) maintain the Company’s books and records in accordance with past practice; (i) none comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the assets or properties of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i).

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof until the Closing DateClosing, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth otherwise specifically provided in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Asset Purchase Agreement or consented to in writing by BuyerBuyer (which consent shall not be unreasonably withheld or delayed), or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership Seller shall, take any action impairing its rights in any material Contract other than in and shall cause the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material IndebtednessCompany to, (iix) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or conduct the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), and the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of their respective employees, customers, lenders, regulators and others having business relationships with Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall, and shall cause the Company to: (a) preserve and maintain all of the Company’s Permits; (b) pay their respective debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as set forth required by applicable Law; (e) defend and protect their respective properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting their respective properties, assets or business; (g) maintain their respective books and records in Schedule 4.15 under existing arrangementsaccordance with past practice; (h) comply in all material respects with all applicable Laws; (i) except to the extent required by applicable Law or in the ordinary course of business consistent with past practices, not enter into, adopt, amend, terminate or otherwise modify any Compensation and Benefit Plan or waive any right thereunder, increase in any manner the compensation or benefits of any officer, employee or consultant of the Company in connection with the Business or pay or otherwise grant any benefit not required by any Compensation and Benefit Plan, or enter into any Contract to do any of the foregoing; (j) not acquire or dispose of any retail service branches; (k) not reduce the Loan Loss Reserve other than with respect to liabilities fully satisfied and discharged in connection with a Mortgage Loan; and (l) not take or permit any action that would cause any of the changes, events or conditions described in Xxxxxxx 0.00(x), (ix), (x), (x), (x), (x), (x), (x), (x), (x), (x), (o) or (p) to occur.

Conduct of Business Prior to Closing. During Except as expressly provided or permitted herein, as set forth in Schedule 6.1 or as consented to in writing by Parent, during the period from commencing on the date of this Agreement through and ending at the Closing Date, except or such earlier date as contemplated by this Agreement or may be terminated in accordance with its terms (such period is referred to as the consent of Buyer“Pre-Closing Period”), or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or shall, and shall cause each of its Subsidiary prior Subsidiaries to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) act and carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not Business in the ordinary course of business relating consistent with past practice, (b) maintain and preserve its business organization, assets and properties, (c) continue to perform in all material respects under existing Material Contracts in effect on the date hereof (for the respective terms provided in such Contracts), (d) pay its liabilities and Taxes consistent with past practice, (e) keep available the services of the current officers and employees of and consultants to the CompanyCompany and its Subsidiaries and (f) preserve the current relationships of the Company and its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its SubsidiarySubsidiaries has business relations, or all with the Partnership or which could reasonably have a Material Adverse Effect on express purpose and intent of preserving unimpaired the transactions contemplated hereby, without giving Buyer prior written notice thereofCompany Group’s goodwill and ongoing business. Without limiting the generality of the foregoing, except as contemplated by this Agreement expressly provided or consented to by Buyer, permitted herein or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c)Schedule 6.1, none of during the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c)Pre‑Closing Period, the Company shall not, and shall not allow any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of Parent, provided, that, Parent shall exercise commercially reasonable efforts to respond to any written request of the Company for consent directed to the Persons set forth in Schedule 6.1 within seven (7) calendar days of receipt of such request, provided that, if Parent shall fail to respond within such time limit, Parent will be deemed to have accepted such request: (a) (i) declare, set aside or pay any dividend dividends on, or make any other distribution distributions (whether in cash, securities or other property) in respect of, any of its capital stock, make (ii) split, combine or reclassify any direct of its capital stock or indirect redemptionissue or authorize the issuance of any other securities in respect of, purchase in lieu of or in substitution for its capital stock or any of its other securities, or (iii) purchase, redeem or otherwise acquire any of its capital stock or any securities or obligations convertible into or exchangeable for any of its capital stock or any other of its securities or any rights, warrants or options to acquire any such capital stock or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliatessecurities; (ixb) in each caseauthorize for issuance, except issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock of any class or any other securities or equity equivalents; (c) cause, make or permit any change (other than any such change requested by Parent and/or Buyer to the Bylaws) or other organizational documents of the Company or any Subsidiary or change the authorized capital stock of the Company or such Subsidiary, as the case may be; (d) enter into or amend any agreement other than in the ordinary course of business consistent with past practice; (e) (i) incur any Indebtedness for Borrowed Money or guarantee any such indebtedness of another Person, (ii) issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Subsidiary, 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, (iii) make any loans, advances or capital contributions to, or investment in, any other Person, other than a member of the Company Group, or (iv) mortgage, pledge or otherwise encumber any material assets, or create or suffer any material lien thereupon, except, in each case, in the ordinary course of business and consistent with prior practices; (f) materially change accounting policies, methods or procedures, except as required by Law or by IFRS; (g) (i) increase the rates of direct compensation or bonus compensation payable or to become payable to any officer, employee, agent or consultant of the Company or any Subsidiary, except in accordance with the existing terms of contracts entered into prior to the date of this Agreement or for annual increases of salaries in the ordinary course of business not to exceed $10,000 in the aggregate, (ii) grant or agree to grant or accelerate any right to any severance or termination pay or enter into any contract to make or grant any severance or termination pay or pay or agree to pay any bonus or other incentive compensation to any officer, employee, agent or consultant, or (iii) enter into any new, or amend, terminate or renew any existing employment, severance, consulting or salary continuation agreements; (h) enter into, establish, adopt, amend or terminate (except, in each case, (i) as may be required by applicable Law or (ii) to satisfy contractual obligations existing as of the date hereof), any pension, retirement, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, or communicate any intention to take such foregoing actions, in respect of any director, officer or employee of any member of the Company Group; (i) make any material acquisition or capital expenditure in excess of $5,000 on an individual basis for the Company and the Subsidiaries, other than in the ordinary course of business and consistent with prior practices; (j) sell, lease, license, pledge or otherwise dispose of or encumber any material properties or material assets of the Company or any Subsidiary other than in the ordinary course of business and consistent with prior practices and as set forth in Section 7.13 and in Schedule 8.2(q); (k) engage in any sale of any products relating to the Business in excess of 1,200 units without advance written notification to Parent directed to the Person set forth in Schedule 6.1(k); (l) except to the extent subject to reserves reflected on the Base Balance Sheet or the footnotes to the reviewed Financial Statements in accordance with IFRS, in the ordinary course of business or as specifically provided in this Agreement, enter into, materially modify, materially amend or terminate any Material Contract to which the Company or any Subsidiary is party, or waive, release or assign any material rights or material claims (including any material write-off or other material compromise of any accounts receivable of the Company or any Subsidiary); (m) make or change any Tax election, materially change any method of Tax accounting, amend any income Tax Return, settle any audit, claim, examination or deficiency litigation with respect to any amount of Taxes exceeding $25,000, request any private letter or similar Tax ruling, enter into any closing agreement with any Governmental Authority with respect to any amount of Taxes or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (n) settle or compromise any litigation or other disputes (whether or not commenced prior to the date of this Agreement) other than settlements or compromises for litigation or other disputes where the amount paid in settlement or compromise does not exceed $25,000 in the aggregate, for all such litigation or other disputes; (o) enter into, modify, or terminate any Lease, or take any action with respect to any of the Leased Real Property not otherwise required to be taken pursuant to the terms of the Leases; (p) acquire or sell any Owned Real Property, or cause or permit any Lien to become effective against the Owned Real Property; (q) materially reduce the amount of any insurance coverage provided by existing insurance policies; (r) enter into, transfer, amend or accelerate the settlement of any foreign exchange risk hedging Contracts, other than as set forth in Schedule 4.15 under existing arrangements8.2(q) and other than the necessary purchase of US dollars ($) by the Company Group for the payment, in the ordinary course of business prior to the Closing Date, of invoices received by the Company Group. (i)s) revalue any assets of the Company Group, including writing off notes or accounts receivable, except as required by Law or by IFRS; (t) change or alter its treatment of deferred revenues in any way that would have anything other than a de minimis impact on the Company Group’s consolidated financial statements; (u) enter into any Affiliated Transaction; or (v) enter into any executory agreement, commitment or undertaking to do any of the activities prohibited by the foregoing provisions. Notwithstanding the foregoing, nothing contained in this Agreement shall give Parent or Buyer, directly or indirectly, the right to control or direct the operations of the Company Group prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, control, supervision and management over its and its Subsidiaries’ operations.

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except Except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 on Schedule 8.3, from the date hereof through the Closing Date, the Stockholder shall prevent a Manager from terminating his employment with use its reasonable efforts (without requiring the Stockholder or the Company to incur costs or its Subsidiary prior to expenses outside the date ordinary course of the execution of the Interim Partnership AgreementBusiness) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) to preserve the rights, franchises, goodwill Business and relations of to conduct the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not Business in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofconsistent with past practice. Without limiting the generality of the foregoing, except Except as contemplated by this Agreement or the Schedules hereto or as otherwise consented to by Buyerthe Parent (which consent shall not unreasonably be withheld, delayed or as required by Applicable Law conditioned), from and after the date hereof, the Stockholder shall not and shall not permit the Company to: (provideda) declare, that set aside, make, authorize or pay any dividends on or distributions with respect to those actions which are required by Applicable Lawthe Company’s capital stock (whether in cash, Buyer shall have been given at least three (3) days prior written notice) between assets, shares or other securities of the date Company or any Subsidiary of this Agreement and the Closing Date: (i) none Company), or redeem or otherwise repurchase any shares of capital stock of the Company, its Subsidiary other than (i) to pay management fees to the Stockholder as consistent with the Company’s ordinary course business practices or (ii) reimburse Stockholder for expenses paid by Stockholder on behalf of the Partnership shall, take Company as consistent with the Company’s ordinary course business practices; (b) cash collateralize letters of credit or restrict the use of cash in a manner other as consistent with the Company’s ordinary course business practices; (c) enter into any action impairing its rights transaction with respect to a sale of the Company; (d) change in any material Contract other than respect the Company’s working capital management practices or intercompany billing and payment practices, in each instance as in effect on the ordinary course of businessdate hereof; (iie) none of make any loan, advance or capital contribution to or investment in any Person by the Company, its Subsidiary except loans or advance to employees as consistent with the Partnership Company’s ordinary course business practices the aggregate amount of which shall make not exceed $25,000 at any one time; (f) adopt any change in its charter documentsany method of accounting or accounting practice, except as contemplated or required by GAAP; (g) amend the Company’s articles of incorporation or by-laws, or partnership agreement, as applicable; (iiih) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except (ii) as set forth in Schedule 4.15 under required by law, by any governmental agency or authority or by existing arrangementsEmployee Benefit Plans, (iii) as required to maintain the qualification of any Employee Benefit Plan under applicable Tax law or (iv) as otherwise contemplated by this Agreement or the Schedules hereto, enter into or amend any Employee Benefit Plan relating to the Business; (i) except Permitted Asset Sales, sell, exchange, license, mortgage, pledge or otherwise dispose of any assets used in the Business; (j) merge or consolidate with, or purchase all or substantially all of the assets of, or otherwise acquire, any other business entity; (k) make any capital expenditures in excess of $100,000 in the aggregate; (l) incur or assume by, or guarantee by, the Company of any Liabilities, including indebtedness for borrowed money (or any renewals, replacements, or extensions that increase the aggregate commitments thereunder), except Liabilities (other than Indebtedness) incurred as consistent with the Company’s ordinary course business practices; (m) make any material write up or write down of the value of any Inventory, other than in the ordinary course of business consistent with past practice; (n) incur any Lien upon the assets of the Company, other than Permitted Liens or any other Lien that is to be released and discharged on or prior to the Closing Date; (i) xxxxx xxxxxxxxx or termination pay to any director, officer, employee or consultant of the Company other than under severance arrangements in effect as of the date hereof; (ii) grant new stay bonuses or deal bonuses relating to the transactions contemplated by this Agreement; (iii) enter into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, employee or consultant of the Company; (iv) increase in benefits payable under any existing severance or termination pay policies or employment agreements; or (v) increase in compensation, bonus or other benefits payable to directors, officers, employees or consultants of the Company, other than, in the case of clause (v) only, increases in salaries or bonuses of employees, consultants or contractors at regularly scheduled times in customary amounts consistent with past practices of the Company; (p) (i) make or revoke any election relating to Taxes (other than any federal income Taxes) or (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes (other than any federal income Taxes); (q) terminate any Material Contract to which the Company is a party (other than any termination or expiration of a Material Contract in accordance with its terms); (r) take any of the actions specified on Schedule 8.3(r); or (s) enter any agreement to do any of the foregoing.

Conduct of Business Prior to Closing. During (a) Except as set forth in Schedule 5.1(a) or as otherwise expressly provided in any Transaction Document, Seller covenants and agrees that, between the period from the date of this Agreement through Signing Date and the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers it shall cause SHP to (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreementi) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business operate in the ordinary course of business, consistent with past practice practice, and in compliance in all material respects with all Applicable applicable Laws; , (bii) preserve pay and perform its present respective obligations when due, and (iii) use reasonable best efforts to (A) keep intact its current business organization and relationships; organization, (cB) keep available the present services of its significant employees; the current officers and key employees of, and consultants to, SHP, (dC) preserve the rightscurrent relationships of SHP with suppliers and customers, franchises, all with the goal of preserving unimpaired their goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with ongoing Business at the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofClosing. Without limiting the generality of the foregoing, Seller shall cause senior officers of the Seller and SHP to be available to meet, on a regular basis as requested, with senior officers of Interstate to review the financial and operational affairs of SHP, to the extent permitted by applicable Law. (b) In furtherance and not in limitation of the foregoing, the Seller covenant and agree that, except as contemplated by this Agreement or consented to by Buyerdescribed in Schedule 5.1(b), or as required by Applicable Law (providedSHP shall not, that and, with respect to those actions SHP and the Business, neither Seller nor any of its Affiliates, from the Signing Date to the Closing, except as provided in any Transaction Document to which are required by Applicable LawInterstate is a party, Buyer shall have been given at least three (3) days or with the prior written notice) between consent of Interstate, which consent shall not be unreasonably withheld, take any of the date of this Agreement and the Closing Datefollowing actions: (i) none (A) make any purchase, sale or disposition (or trigger any contractual rights with respect to the purchase, sale or disposition) of the Company, its Subsidiary any property or the Partnership shall, take any action impairing its rights in any material Contract interest therein (other than easements and similar grants in the ordinary course of business), with a purchase price in excess of $100,000 individually or $1,000,000 in the aggregate, and provided that all proceeds remain in SHP and are not distributed, or (B) mortgage, pledge, subject to an Encumbrance or otherwise Encumber (except for statutory mechanics’, carriers’, suppliers’ workmen’s or repairmen’s liens in the ordinary course of business consistent with past practice) any material assets, except for any such Encumbrance which, by its terms, will be terminated or otherwise be extinguished at or prior to the Closing; (ii) none incur any material contingent liability as a guarantor or otherwise with respect to the obligations of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-lawsothers, or partnership agreementincur any other material contingent or fixed obligations, as applicableindebtedness (including through the issuance of debt securities) or liabilities, other than draws on existing commitment facilities; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalizationor incur any obligation to make a change to any organizational documents governing SHP; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (iiA) make any loans, advances change or capital contributions commit to make any increase in the compensation or investments in, any person benefits (including any severance or entitytermination benefits) provided or to be provided to any of the SHP Employees who receive total annual compensation of $50,000 or more, or enter into or modify any SHP Benefit Plan, other than in accordance with the existing terms of contracts entered into and disclosed to Interstate prior to the Signing Date; or (iiiB) settle make any material litigationloan or advance to any executives, officers or directors of SHP or make any modifications to any such loans or advances; or (C) hire any executive officer or other employee whose total annual compensation exceeds $50,000; (v) none of the Company(A) amend, its Subsidiary modify or the Partnership shall acquire terminate any assets or make SHP Benefit Plan, any capital expendituresMaterial SHP Contract disclosed on Schedule 3.16, or sell, lease or dispose of any assets, in each case, other than in enter into a Contract that would be a Material SHP Contract if it existed on the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each caseSigning Date, except in the ordinary course of business consistent with past practicepractice or as otherwise contemplated by this Agreement or as required by applicable Law; or (B) establish any plan, program or arrangement that would, if in effect as of the Signing Date, constitute a SHP Benefit Plan; or (C) enter into any collective bargaining or other union agreement; (vi) change any accounting principles, policies or practices used by it relating to SHP, except for any change required by reason of a concurrent change in GAAP and except notice of which is given in writing by the Seller to Interstate; (vii) merge or consolidate with, purchase all or substantially all of the assets of, or otherwise acquire, any other party, or cause a dissolution or terminate the existence of SHP; (viii) authorize for issuance, issue, sell or deliver any additional Equity Securities in SHP; (ix) assign, transfer, convey or grant an Encumbrance on any Equity Security in SHP; (x) modify, amend or alter any existing credit facilities of SHP in a manner materially adverse to SHP; (xi) cause a material default by SHP under any existing Material SHP Contract; (xii) fail to take any action, necessary to maintain in all material respects all material permits, licenses and authorizations required by applicable Law for the operation of the Business as currently operated; (xiii) make any new elections with respect to Taxes or change any current elections with respect to Taxes that affect SHP; (xiv) settle, compromise or concede any claim or assessment for Taxes, or surrender any right to claim a refund of Taxes or otherwise offset any Tax liabilities; (xv) pay, discharge, compromise or settle any litigation, liability, obligation or claim involving a liability in excess of $10,000, individually or in the aggregate; (xvi) enter into any agreement or understanding that would prohibit, restrict or interfere with the Transactions; (xvii) (A) declare or pay dividends or distributions in respect of the Equity Securities in SHP, or (B) issue, split, combine or reclassify Equity Securities in SHP; (xviii) do any other act which would cause (x) any representation or warranty of any Sunstone Party in this Agreement not qualified by materiality or Material Adverse Effect or a specified quantitative threshold to become untrue in any material respect, (y) any representation or warranty of any Sunstone Party in this Agreement that is qualified by materiality, Material Adverse Effect or a specified quantitative threshold to become untrue in any respect, or (z) any condition set forth in Schedule 4.15 under existing arrangements, Article VII not to be satisfied; and (i)xix) agree or make any commitment to take any of the actions prohibited by this Section 5.1.

Conduct of Business Prior to Closing. During the period from From the date of this Agreement hereof through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to Sellers will cause the Company and its Subsidiary to, in all material respects, the Subsidiaries to (ai) carry on its conduct their business for their own accounts in the ordinary course and consistent with past practice and in compliance in all material respects with all Applicable Laws; historical practices, (bii) preserve its present their business organization and relationships; their material properties intact, (ciii) keep available the present services of its significant employees; maintain in force and effect all insurance policies listed in Schedule 3(o) hereto and (div) preserve the rightsmaintain in effect all their existing material qualifications, franchisesbusiness permits, goodwill licenses, registrations and relations of authorizations. Sellers will cause the Company Clients and others with whom material business relationships exist; the Subsidiaries not to change their accounting policies or procedures, prior to the Closing Date, from those used in prior years. From the date hereof through the Closing Date, Sellers will cause the Company and the Subsidiaries, without the prior written consent of Buyer: (e1) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take not to incur any material action not obligation or liability (absolute or contingent), except as set forth in Schedule 9(1) and obligations or liabilities incurred under leases, contracts and other agreements listed in Schedule 3(i) hereto or under purchase and sale contracts and orders entered into in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that and consistent with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of businesshistorical practice; (ii2) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions not to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to (or suffered to be subjected to) lien, charge or other encumbrance or leased or placed under option or right of first refusal any Encumbrance, any properties or material assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii3) Seller shall not mortgageto otherwise sell, pledge transfer or subject to dispose of any Encumbrance, the Shares, nor permit material assets or cancel any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside debts or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each caseclaims, except in the ordinary course of business and consistent with past practice, and historical practice or cancel or terminate any material real property lease; (4) except as set forth in Schedule 4.15 under existing arrangements9(4), not to grant any general increase in wage or salary rates or in employee benefits for their employees, or grant any material increase in salary or in employment, retirement or other benefits to any employee, other than merit increases granted in the ordinary course of business and consistent with historical practices or such changes in retirement or other benefits which are deemed necessary or appropriate in order to comply with applicable requirements of law, or to enter into any employment contract with any person providing for the continued employment of such person in excess of one month or made any extraordinary payment to employees; (i)5) not to waive any rights or claims of substantial value; (6) not to offer any material discounts, terms, free goods, other price adjustments or returns, rebilling or other trade practices to customers inconsistent with its normal historical business practice; (7) not to make any capital expenditures or additions in excess of $10,000; (8) not to declare any dividends, or to make any transfers of funds or assets to the Sellers or any party affiliated with Sellers other than Sellers normal salaries.

Conduct of Business Prior to Closing. During the period from From the date of this Agreement through hereof until the Closing DateClosing, except as contemplated by otherwise provided in this Agreement or with consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Equity Holder shall (x) conduct the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business Business in the ordinary course Ordinary Course of Business consistent with past practice practice; and in compliance in all material respects with all Applicable Laws; (by) use commercially reasonable efforts to maintain and preserve intact its present business organization current Business organization, operations and relationships; (c) keep available the present services of its significant employees; (d) franchise and to preserve the rights, franchises, goodwill and relations relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Equity Holder shall use commercially reasonable efforts to, and to cause the Company to: (a) preserve and maintain all Permits required by Law for the conduct of the Business as currently conducted or the ownership and use of the assets or properties of the Company; (b) pay the uncontested debts, Taxes and other obligations of the Company Clients when due; (c) continue to collect or write off accounts receivable in a manner consistent with past practice; (d) maintain the tangible properties and others with whom material business relationships exist; and (e) preserve any Permits required assets included in connection with the business assets or properties of the Company, its Subsidiary or as well as the Partnership (including without limitation all investment adviser and commodity adviser registrations). In additionLeased Real Property, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect same condition as they were on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement Agreement, subject to reasonable wear and tear; (e) continue in full force and effect all insurance policies, subject to renewals or replacements thereof, except as required by applicable Law; (f) defend and protect the Closing Date:properties and assets included in the assets or properties of the Company from infringement or usurpation; (g) cause the Company to perform all of its obligations under all of the Company’s Contracts when due; (h) maintain the Company’s books and records in accordance with past practice; (i) none comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the assets or properties of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i).

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of Closing, the execution of Sellers will operate the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business Business only in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofpractices. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing DateSellers will: (i) none use commercially reasonable efforts to: (A) preserve intact the present business organization and reputation and goodwill of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material IndebtednessBusiness, (iiB) make any loans, advances or capital contributions to or investments in, any person or entity, or keep available (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except dismissals and retirements in the ordinary course of business consistent with past practice) the services of the Sellers' Employees, (C) maintain the Assets in good working order and condition, ordinary wear and tear excepted, and except as set forth in Schedule 4.15 under existing arrangementsmaintain all of the Intellectual Property Assets, (i)D) maintain the good will of customers, suppliers, lenders and other persons to whom the Sellers sell goods or provide services or with whom the Sellers otherwise have significant business relationships in connection with the Business, (E) continue all current sales, marketing and promotional activities relating to the Business and (F) not dispose of, encumber or license any of its Intellectual Property Assets; (ii) except to the extent required by applicable law, (A) cause the Business and records to be maintained in the usual, regular and ordinary manner and (B) not permit any material change in any pricing, investment, accounting, financial reporting, inventory, credit, allowance, practice or policy of the Sellers that would adversely affect the Business, the Assets, the Intellectual Property Assets or the Assumed Liabilities; (iii) use commercially reasonable efforts to maintain in full force and effect until the Closing substantially the same levels of coverage as the insurance; (iv) comply, in all material respects, with all laws applicable to the Business and promptly following receipt thereof to give the Buyer copies of any notice received from any party or other person alleging any violation of any such law or order; and (v) proceed to resolve all Intellectual Property Matters in the ordinary course of business; and (vi) comply with the other terms of this Agreement.

Conduct of Business Prior to Closing. During Except in connection with the period provisions of Section 2.8, or as otherwise permitted by this Agreement or as permitted by the prior written consent of Buyer, from the date hereof through the earlier of the termination of this Agreement through or the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date each of the execution of the Interim Partnership AgreementToll Entities shall (i) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on conduct its business in the ordinary course consistent with past practice practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available franchises, retain the present services of its significant employees; (d) preserve the rightsrespective principal officers and key employees and maintain its relationships with its respective principal customers, franchises, goodwill suppliers and relations other Persons with which any of the Company Clients and others with whom material Toll Entities has significant business relationships exist; relations, and (eiii) preserve any Permits required use commercially reasonable efforts to maintain and keep its properties and Assets in connection with the business of the Companyas good repair and condition as at present, its Subsidiary or the Partnership (including without limitation all investment adviser ordinary wear and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereoftear excepted. Without limiting the generality of the foregoing, and except in connection with the provisions of Section 2.8, or as contemplated otherwise expressly permitted by this Agreement or the Related Agreements or consented to in writing by Buyer, or as required by Applicable Law Seller shall not permit the Toll Entities to do (provided, that with respect to x) any of those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c3.8(i) through (xiv), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; business consistent with past practice, or (viy) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing following: (a) (i) except as may be required by Law or existing agreements, plans or arrangements as in effect as of the date hereof, or in the ordinary course of business consistent with past practice, or as contemplated by Section 5.5, pay, agree to existpay, grant, issue or accelerate payments or benefits pursuant to any Employee Benefit Plan in excess of the payments or benefits provided under such Employee Benefit Plan as of the date hereof, (ii) except (A) for minor imperfections increases in the ordinary course of title or insignificant liens which do notbusiness consistent with past practice for employees other than officers and directors of any Toll Entity that, in the aggregate, detract from do not result in a material increase in benefits or compensation expense to the value of such assets, taken as a wholeToll Entities, or interfere (B) as required under existing agreements or in the ordinary course of business consistent with past practice, increase in any manner the present salary or proposed uses thereof fees or benefits of any director, officer, consultant or employee, or (iii) except as may be required by Law or as contemplated by Section 5.5, amend (other than amendments made in the ordinary course of business consistent with past practice) or terminate any Employee Benefit Plan or establish, adopt or enter into any plan, agreement, program, policy, trust, fund or other arrangement that would be an Employee Benefit Plan if it were in existence as of the date of this Agreement, except in the case of each of (i), (ii) or (iii) of this Section 5.4(a) for any bonuses which may be paid by Parent in connection with transactions contemplated by this Agreement or the business of such entityRelated Agreements; (viib) Seller shall not mortgagemake any material Tax election, pledge change any material method of Tax accounting or subject to settle or compromise any Encumbrancematerial Tax liability of any Toll Entity, and, in any event, the Shares, nor permit Toll Entities shall consult with Buyer before filing or causing to be filed any material Tax Return of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each caseToll Entity, except to the extent such Tax Return is filed in the ordinary course of business consistent with past practice, and before executing or causing to be executed any agreement or waiver extending the period for assessment or collection of any material Taxes of any Toll Entity; (c) settle any material Proceeding or waive any material rights or claims; (d) issue any broadly distributed communication of a general nature to Continuing Employees (including general communications relating to benefits and compensation) without the prior written consent of Buyer (which will not be unreasonably withheld), except as set forth for communications in Schedule 4.15 under existing arrangementsthe ordinary course of business that do not relate to the transactions contemplated by this Agreement or any of the Related Agreements; (e) terminate, or amend or modify in any material respect, any material Permit, Consent of a Governmental Body or other similar right, other than (i) as required by any applicable Governmental Body or (ii) in connection with the transactions contemplated by this Agreement or any Related Agreements or (iii) in the ordinary course of business; or (f) agree in writing or otherwise to take any of the actions prohibited in Sections 5.4(a) through (e).

Conduct of Business Prior to Closing. During the period from The Company agrees that, between the date of this Agreement through hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Buyerit shall operate, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary toSubsidiaries to operate, in all material respects, (a) carry on its business in the ordinary course of business, consistent with past practice and practices, except as described in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations Schedule 5.1 or as otherwise contemplated by this Agreement. In furtherance of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Sellerforegoing, the Company, its 37 44 Subsidiary, Company shall refrain from and shall cause the Managers or the Management Corporations shall take Subsidiaries to refrain from: (a) entering into any material action not contract, agreement or other arrangement except in the ordinary course of business relating to and on terms substantially consistent with those provided in the CompanyMaterial Contracts; (b) (i) modifying, amending or terminating any of its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, Contracts except as contemplated by specifically provided in this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; , or (ii) none of the Companywaiving, its Subsidiary releasing or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume assigning any material Indebtedness, (ii) make any loans, advances rights or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each caseclaims, other than in the ordinary course of business; (vic) none of the Company, its Subsidiary materially changing accounting policies or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit any of the foregoing to existprocedures, except for minor imperfections of title as required by GAAP or insignificant liens which do notany applicable law, in the aggregate, detract from the value of such assets, taken as a whole, rule or interfere with the present or proposed uses thereof or the business of such entityregulation; (viid) Seller shall not mortgage, pledge increasing the rates of direct compensation or subject bonus compensation payable or to become payable to any Encumbranceofficer, the Sharesemployee, nor permit any agent or consultant of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each caseSubsidiary, except (i) in the ordinary course of business consistent with past practicepractices or in accordance with the existing terms of written contracts entered into prior to the date of this Agreement or (ii) as disclosed or contemplated in this Agreement or the Schedules hereto; (e) permitting any material Company Intellectual Property or material License-In, and except as set forth in Schedule 4.15 under existing arrangementsincluding any registered Company Intellectual Property or pending applications for registration with respect to any Company Intellectual Property, to lapse or go abandoned; (f) making any material acquisition or capital expenditure; (g) amending the Company’s or any Subsidiary’s Governing Documents; (h) forming a Subsidiary; or (i)) entering into any executory agreement, commitment or undertaking to do any of the activities prohibited by the foregoing provisions. Notwithstanding the foregoing: (y) prior to the Closing the Company shall be permitted to repay outstanding principal and accrued and unpaid interest (as well as prepayment, breakage and similar charges payable) with respect to any money borrowed by the Company or any Subsidiary and to settle any accounts payable and receivable owed by or to, as the case may be, the Company by or from, as the case may be, the Member, any Subsidiary or other Affiliate of the Company or the Member and (z) the Member shall promptly notify Buyer and Buyer Ultimate Parent in writing if the Company or any Subsidiary enters into, modifies, amends or terminates any letter of credit in the ordinary course of business.

Conduct of Business Prior to Closing. During 7.3.1 Except for actions taken with the period prior written consent of Buyer, from the date of this Agreement through until the Closing Date, and except as contemplated to the extent Seller acting in good faith is precluded from doing so by this Agreement lack of funding and in writing so advises Buyer with reasonable specificity, and Seller shall: (a) maintain the Business and the Assets intact; (b) maintain the Transferred Real Property, plants, buildings, structures and other improvements and machinery and equipment constituting any of the Assets in good operating condition and repair; (c) make payments and filings required to continue the Intellectual Property and continue to prosecute and maintain all pending applications therefor in all jurisdictions in which such applications are pending; and (d) comply with all Judgments, all laws, statutes, rules, ordinances and regulations promulgated by any Governmental Body and all Permits applicable to the operation the Business or the ownership or operation of the Assets or the Facilities, and maintain, and prosecute applications for, such Permits and pay all Taxes, assessments and other charges applicable thereto. 7.3.2 Except for actions taken with the prior consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and until the Closing Date, Seller shall not take or permit to exist any action or condition specified in Section 5.6, and Seller shall: (ia) none promptly advise Buyer in writing of the Companyany Material Adverse Change, including prompt notification in writing of any outstanding or threatened claims, legal, administrative or other proceedings involving Seller or its Subsidiary or the Partnership shall, personnel that could have a Material Adverse Effect; (b) use its best efforts not take any action, or omit to take any action, that would result in any of Seller's representations and warranties made herein being inaccurate at the time of such action impairing its rights or omission as if made at and as of such time; (c) give written notice to Buyer promptly upon becoming aware of any inaccuracy in any material Contract other than respect of any of Seller's representations or warranties made herein or in the ordinary course Disclosure Memorandum or of business;any event or state of facts that would result in any such representation or warranty being inaccurate in any material respect at the time of such event or state of facts as if made at and as of such time (any such notice to describe such inaccuracy, event or state of facts in reasonable detail); and (iid) none not solicit, approach or furnish information to any prospective buyer, or negotiate with any third party concerning the sale or transfer of the CompanyAssets, its Subsidiary the Business or the Partnership shall make any change in its charter documentspart thereof, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigation; (v) none of the Company, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, other than in the ordinary course of business; (vi) none of the Company, its Subsidiary or the Partnership shall mortgage, pledge or subject to any Encumbrance, any properties or assets, nor permit whether any of the foregoing to existsuch actions are taken directly or indirectly, except for minor imperfections of title through a representative or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entity; (vii) Seller shall not mortgage, pledge or subject to any Encumbrance, the Shares, nor permit any of the foregoing to exist; (viii) except as set forth in Section 2.2(c), the Company shall not declare, set aside or pay any dividend or make any other distribution in respect of its capital stock, make any direct or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliates; (ix) in each case, except in the ordinary course of business consistent with past practice, and except as set forth in Schedule 4.15 under existing arrangements, (i)otherwise.

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreementa) The Sellers shall use their respective reasonable best efforts to cause the Company and its Subsidiary Target Corporation to, except as expressly consented to by the Purchaser in all material respectswriting prior to such event or action, (a) carry on its business conduct the Business in the ordinary course consistent with past practice Ordinary Course until the Closing Date; provided all acts and proceedings taken by the Target Corporation in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization the management and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations operation of the Company Clients and others with whom material business relationships exist; and (e) preserve Business involving a commitment in excess of $25,000 or commitments in excess of $50,000 in the aggregate, and/or any Permits required payment in connection with excess of $25,000 or payments in excess of $50,000 in the business aggregate, made by such Person will be subject to the prior approval of the CompanyPurchaser, its Subsidiary such approval not to be unreasonably withheld, delayed or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereofconditioned. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between from the date of this Agreement and hereof until the Closing DateClosing, the Sellers shall cause the Target Corporation to: (i) none except as expressly consented to by the Purchaser in writing, use commercially reasonable efforts to (A) preserve intact the Business and its organization and goodwill, (B) keep available the key Employees of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of businessBusiness as a group; (ii) none comply with all applicable Laws affecting the Target Corporation, the operation of the Company, its Subsidiary or Business and use of the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicableAssets; (iii) except as set forth in Section 2.2(c)preserve and maintain (A) the Licences, none and (B) any other Authorizations of the CompanyTarget Corporation, its Subsidiary and continue to pursue any pending licence applications, including by the filing of any notices that are required or the Partnership shall make advisable to be filed with any change Governmental Entity in its capitalizationconnection with such pending licence applications; (iv) none defend and protect its Assets (including the Licences, other Authorizations and Intellectual Property) from infringement, loss or diminishment of the Company, its Subsidiary rights or the Partnership shall (i) create, incur or assume any material Indebtedness, (ii) make any loans, advances or capital contributions to or investments in, any person or entity, or (iii) settle any material litigationusurpation; (v) none of the Companypay its debts, its Subsidiary or the Partnership shall acquire any assets or make any capital expenditures, or sell, lease or dispose of any assets, in each case, Taxes and other than in the ordinary course of businessobligations when due; (vi) none in accordance with Section 3.1(o), the Target Corporation shall pay-off or convert into equity of the Company, Target Corporation all of its Subsidiary or the Partnership shall mortgage, pledge or subject Liabilities prior to any Encumbrance, any properties or assets, nor permit any of the foregoing to exist, except for minor imperfections of title or insignificant liens which do not, in the aggregate, detract from the value of such assets, taken as a whole, or interfere with the present or proposed uses thereof or the business of such entityClosing; (vii) Seller shall except as expressly consented to by the Purchaser in writing, which consent may not mortgagebe unreasonably withheld, pledge delayed or conditioned, not increase its Indebtedness for borrowed money and not make any loan or advance, or assume, guarantee or otherwise become liable with respect to the Liabilities or obligation of any Person. In respect of any Indebtedness, loan, advance, assumption, guarantee or Liability referenced in this Section 5.1(a)(vii), consent of the Purchaser is subject to any Encumbrancereceipt by the Purchaser of definitive documentation in respect of such borrowing on terms and conditions satisfactory to the Purchaser, including the Purchaser being satisfied that such transaction will not delay or otherwise affect the transactions contemplated herein. For certainty, the Shares, nor permit failure to receive satisfactory definitive documentation shall constitute reasonable grounds for the Purchaser withholding its consent to any of the foregoing transaction referred to existin this Section 5.1(a)(vii); (viii) except as set forth expressly consented to by the Purchaser in Section 2.2(c)writing, the Company shall not declare, set aside or pay any dividend or make any other distribution changes in respect of its capital stockmanagement personnel or terminate any director or grant any severance or termination pay to any employee, make any direct manager, officer or indirect redemption, purchase or other acquisition of its stock, or otherwise make any payments to Seller or its Affiliatesdirector; (ix) not, (i) materially increase compensation or severance or termination entitlements or other benefits payable (including, for certainty, bonus payments, retention payments, incentive compensation payments, service award payments and other similar payments) to an employee, manager, director or officer of the Target Corporation, including by way of an incentive plan, (ii) materially increase compensation or severance or termination entitlements or other benefits payable (including, for certainty, bonus payments, retention payments, incentive compensation payments, service award payments and other similar payments) to all or substantially all of the employees, managers, officers and/or directors of the Target Corporation, or (iii) take or omit to take any action (x) that would entitle any Person to any bonus, lump sum, change of control, severance, termination, retention or other payment or (y) to otherwise secure or guarantee any such payment, except, in each case, as expressly consented to by the Purchaser in writing, which consent is not to be unreasonably withheld, delayed or conditioned, provided that if such increase, action or omission to take an action is in respect of any compensation or entitlement of the Sellers or an Affiliate thereof, the Purchaser may withhold consent in its sole discretion; (x) except as expressly contemplated by this Agreement, not transfer or issue or permit the transfer or issuance of any Purchased Shares or any shares, other equity securities (including any partnership or joint venture interest), debt securities, profit interests, profit participation, equity appreciation or similar rights, pre-emptive or subscription rights, rights of first refusal or voting trusts or allow for any other direct or indirect capital contributions or other ownership interests in the ordinary course Target Corporation or grant any right, option or entitlement of business any nature to any of the foregoing; (xi) except as expressly consented to by the Purchaser in writing, not amend any of the terms or provisions of the Target Corporation’s constating documents or by-laws; (xii) maintain the Books and Records of the Target Corporation in the Ordinary Course and record all transactions on a basis consistent with past that practice, and except as set forth in Schedule 4.15 under existing arrangements; (xiii) not, (i)) make, change or revoke, or permit the Target Corporation to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law; (ii) make, or permit the Target Corporation to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in Laws related to Taxes or accounting requirements; (iii) take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of the Target Corporation; or