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

Conduct of Business Prior to Closing. 5.2.1 Except as contemplated by this Agreement, during the Closing Period, the Vendors shall cause the Group to conduct the Business in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the Group: (a) to preserve intact the current organization of the Group, keep available the services of the Employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of the Group; (b) to retain possession and control of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Group; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its shares; (f) not to amend any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent to the waiver of any statute of limitations relating to any Claim or audit of Taxes; (g) other than in the Ordinary Course, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to or for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employee; (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]); (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoever.

Conduct of Business Prior to Closing. 5.2.1 (a) Except as contemplated otherwise expressly required by this the Transaction Documents or applicable Law, by the performance of any Material Contract that was Previously Disclosed, or with the prior written consent of CapGen (and each Anchor Investor, as provided in the Anchor Investor Agreement, during as provided to CapGen prior to the Closing Perioddate hereof), between the date hereof and the Closing, the Vendors shall cause Company shall, and the Group to conduct the Business in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and Company shall cause each member of the GroupCompany Subsidiary to: (a1) conduct its business only in the ordinary course; (2) use commercially reasonable efforts to (A) preserve intact the current present business operations, organization (including officers and employees) and goodwill of the GroupCompany and any Company Subsidiary and (B) preserve the present relationships with persons having business dealings with the Company (including strategic partners, keep available the services of the Employees and maintain good relations with, and the goodwill ofcustomers, suppliers, customers, landlords, creditors consultants and all other Persons having business relationships with either member of the Groupsubcontractors); (b3) use commercially reasonable efforts to retain possession and control maintain (A) all of its the material assets and properties of, or used by, the other property Company or any Company Subsidiary in its current condition, with the exception of ordinary wear and tear, and (B) insurance upon all of the properties and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or Company and the GroupCompany Subsidiaries in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d4) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (eA) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend distributions or dividends on, or make any other distribution distributions (whether in cash, shares securities or property or any combination thereofother property) in respect of, any of its sharesCapital Stock; (B) split, combine or reclassify any of its Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Capital Stock or any of its other securities; or (C) purchase, redeem or otherwise acquire any Capital Stock or any of its sharesother securities or any rights, warrants or options to acquire any such Capital Stock or other securities; (f5) not to amend issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any Tax ReturnsCapital Stock, make any election relating to Taxes, change other voting securities or any election securities convertible into or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxesexchangeable for, or consent any rights, warrants or options to the waiver acquire, any such Capital Stock, voting securities or convertible or exchangeable securities, other than any issuance of Common Stock on exercise of any statute compensatory stock options outstanding on the date of limitations relating to any Claim or audit of Taxesthis Agreement; (g6) not terminate, enter into, amend, modify (including by way of interpretation), renew or grant any waiver or consent under any employment, officer, consulting, severance, change in control or similar contract, agreement or arrangement with any director, officer, employee or consultant (other than, with respect to (i) a new chief financial officer and (ii) employees, in the ordinary course of business consistent with past practices) or make, grant or promise any bonus or any wage, salary or compensation increase to any director, officer, employee, sales representative or consultant (except in the case of non-officers and non-directors, amounts that do not exceed $50,000 per year per employee in the aggregate) or make, grant or promise any increase in any employee benefit plan or arrangement, or amend or terminate any existing employee benefit plan or arrangement or adopt any new employee benefit plan or arrangement; (7) not terminate, enter into, establish, adopt, amend, modify (including by way of interpretation), make new grants or awards under, renew or grant any waiver or consent under any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract (other than with respect to group insurance and welfare employee benefits, in the Ordinary Courseordinary course of business consistent with past practices), not to plan or arrangement, or any trust agreement (Aor similar arrangement) increase the compensation related thereto, in respect of any director, officer, Employeeemployee or consultant, Consultantamend the terms of any outstanding equity-based award, contractor take any action to accelerate the vesting, exercisability or agent payment (or fund or secure the payment) of either member stock options, restricted stock, other equity awards or other compensation or benefits payable thereunder or add any new participants to any non-qualified retirement plans (or, with respect to any of the Group; preceding, communicate any intention to take such action), other than with respect to the salary of any employee (B) improve and, with respect to such employee, only in the ordinary course of business consistent with past practices); (8) make any Employee Plan other change in any manner; (C) pay to or employment terms for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors employees and consultants outside the ordinary course of business or agents enter into any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employeetransaction with an Insider; (h9) notwithstanding any other provision hereof, use all commercially reasonable efforts not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions totake, or investments inomit to take, any other Person action that is reasonably likely to result in excess any of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice conditions precedent to the Purchaser Closing not being satisfied, or any action that is reasonably likely to materially impair the Company’s or any of any such new Indebtednessthe Company Subsidiaries’ ability to perform their obligations under the Transaction Documents or to consummate the transactions contemplated hereby, loans, advances, capital contributions except as required by Law or investmentsthe Transaction Documents; (i10) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract with respect to, or commitment for otherwise agree or commit to do, any single capital expenditure in excess of [**] dollars ($[**]);the foregoing; and (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l11) not make or change any material Tax election, change a material annual accounting period, adopt or change any material accounting method with respect to make Taxes, file any changeamended material Tax Return, except in enter into any material closing agreement, settle or compromise any proceeding with respect to any material Tax claim or assessment relating to the Ordinary CourseCompany or any of the Company Subsidiaries, in surrender any right to claim a refund of material Taxes, consent to any extension or waiver of the manner of conducting intercompany business with limitation period applicable to any Vendor material Tax claim or assessment relating to the Company or any of its AffiliatesSubsidiaries, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters other similar action relating to the Business and filing of any material Tax Return or the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with payment of any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoevermaterial Tax.

Conduct of Business Prior to Closing. 5.2.1 Except as for actions contemplated by this AgreementArticle VIII or actions taken with the prior written consent of Purchaser, during from the date hereof until the Closing PeriodDate, the Vendors Sellers shall cause the Group Company and Purchased Subsidiary to conduct the Business their businesses in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1ordinary course consistent in all material respects with past practice, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the GroupCompany and Purchased Subsidiary to: (a) to preserve intact the current organization of the Groupmaintain their business intact, keep available the services of the Employees and maintain good relations withmarket, promote, and sell their products and services consistently in all material respects with past practice, and preserve the goodwill of, suppliers, customers, landlords, creditors of their business and all other Persons having business present relationships with either member of the Groupand suppliers and others with whom they have business relations; (b) to retain possession maintain their Owned Real Properties and control Leased Real Properties, buildings, structures and other improvements and machinery and equipment constituting any of its their assets in good operating condition and the other property and assets used by it repair in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Groupall material respects; (c) meet their contractual obligations in all material respects and perform and pay their obligations as they mature in the Ordinary Course of Business; (d) comply in all material respects with all judgments and Laws promulgated by any governmental body and all Permits and Environmental Permits applicable to take all actions within the conduct of their control to ensure that each member business or the ownership or operation of the Group performstheir Assets, and maintain in all material respects, their obligations falling due during the Closing Period under and prosecute applications for, such Permits and Environmental Permits and pay all ContractsTaxes, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; assessments and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganizationother charges applicable thereto; (e) not to reorganize or make promptly advise Purchaser in writing of any change in respect their Assets or the conduct of any of its sharestheir business, declareoperations, set aside properties, condition (financial or pay any dividend otherwise) or other distribution (whether in cashprospects that has a Material Adverse Effect on the Business, shares Assets or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its sharesLocations; (f) not to amend take any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxesaction, or consent omit to take any action, that would result in any of Sellers’ representations and warranties made herein being inaccurate in any material respect at the waiver time of any statute such action or omission as if made at and as of limitations relating to any Claim or audit of Taxessuch time; (g) not (i) settle or compromise any Tax liability, (ii) make or change any material Tax election, (iii) make or change any Tax method of accounting other than as disclosed on Schedule 5.11, (iv) prepare any Tax Return in a manner that is inconsistent with the Ordinary Coursepast custom and practice with respect to the treatment of items on such Tax Returns, not (v) file any amendment to (A) a Tax Return that would increase the compensation Tax liability of any directorCompany after the Closing, officer, Employee, Consultant, contractor (vi) consent to the extension or agent of either member waiver of the Group; (B) improve limitation period applicable to any Employee Plan claim or assessment in respect of Taxes with any manner; (C) pay to or for the benefit ofGovernmental Authority, or agree (vii) surrender any right to pay to or for the benefit of, any claim a refund of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employeeTaxes; (h) not amend any existing Employee Benefit Plan (except as required to (A) createcomply with applicable Law, incur including, but not limited to, the Affordable Care Act), or assume adopt any new Indebtedness; employee benefit plan, agreement or arrangement, or increase the compensation or benefits of any employee, officer, director, or independent contractor of the Company and Purchased Subsidiary; (Bi) make maintain Company’s and Purchased Subsidiary’s respective Articles of Incorporation and By-Laws in their form on the date of this Agreement; (j) refrain from entering into any Contract or commitment except Contracts in the Ordinary Course of Business, including Material Contracts, which do not have a term in excess of one (1) year and which do not require expenditures by the Company or Purchased Subsidiary in excess of $100,000 in the aggregate; (k) refrain from creating, incurring, or assuming any long-term or short-term Indebtedness whether for money borrowed or otherwise except in the Ordinary Course of Business (such as drawdowns of existing credit facilities made in the Ordinary Course of Business) but in any event which shall not exceed $500,000 in the aggregate (net of payments/pay downs) and which shall be repaid in full at or prior to the Closing; (l) refrain from making any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice excluding any shareholder advances or loans and excluding any contributions relating to the Purchaser of any such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]); (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member distribution of the GroupExcluded Assets or as needed to comply with Section 8.12 relating to the SuperAmerica ROFR); (m) not to refrain from making any change affecting any accounting practices bank, safe deposit or principles from those applied power of attorney arrangements of the Company except in the preparation Ordinary Course of the Financial Statements;Business; and (n) notify refrain from taking any action, the Purchaser taking of which, or from omitting to take any new customer Contract being negotiated and not enter into any new customer Contract or amend action, the terms omission of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminatewhich, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties contained in Article V to fail to be true and correct in all material respects as of any Vendor under the Closing Date as though made on and as of the Closing Date (subject to Sections 7.1 and 7.4 regarding the supplementation of the Schedules). During the period from the date of this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) , the Sellers shall cause the Company and Purchased Subsidiary to confer on a [**] regular and frequent basis, but not more frequently than once per month unless requested in writing by Purchaser, with one or more designated representatives of Purchaser to report material operational matters and to report the Purchaser concerning material matters relating to the Business and the Groupgeneral status of ongoing operations. The Requisite Vendors Sellers shall request cause the Purchaser’s consent Company and Purchased Subsidiary to proceed with notify Purchaser of any decisionunexpected emergency or other change reasonably likely to have Material Adverse Effect in the course of their respective businesses or in the operation of their respective properties and of any governmental complaints, act investigations or event which contravenes hearings (or communications indicating that the foregoingsame may be contemplated), or adjudicatory proceedings involving any material property of Company and Purchased Subsidiary, and to keep Purchaser fully informed of such consent not events and permit its representatives prompt access to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement all materials prepared in any respect whatsoeverconnection therewith.

Conduct of Business Prior to Closing. 5.2.1 Except From the date hereof until the Closing, except as set forth on Section 6.1 of the Disclosure Schedule, as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or as required in connection with this Agreement or the transactions contemplated by this Agreementhereby: (a) the Company shall, during the Closing Period, the Vendors and shall cause the Group to conduct each Company Subsidiary to, (i) operate the Business in the Ordinary Course.Course of Business, and (ii) use reasonable best efforts to (A) preserve substantially intact the business organization and good will of each Group Company, (B) keep available the services of its officers and key employees and (C) maintain reasonably satisfactory relationships with vendors, customers and others having business relationships with each Group Company; and 5.2.2 Without (b) without limiting the generality of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period6.1(a), the Vendors Company shall not, and shall cause each member Company Subsidiary not to, do any of the Groupfollowing: (ai) adopt any amendments to preserve intact the current organization respective Governing Documents of the Group, keep available the services of the Employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of the GroupGroup Companies; (bii) to retain possession and control of its assets and the other property and assets used by it in the Businessissue, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality sell or otherwise dispose of any confidential capital stock or proprietary information of the Business or the Group; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets equity interests of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or saleGroup Company, or grant any options, warrants or other rights to subscribe for purchase or purchaseobtain (including upon conversion, exchange or exercise) any capital stock or equity interests of its sharesany Group Company, or otherwise effect other than any corporate reorganizationShares issued to Seller in the Ordinary Course of Business; (eiii) enter into any indenture, credit agreement, loan agreement, note, mortgage, security agreement, loan commitment or other Contract relating to the borrowing of funds or an extension of credit secured by any of the Group Companies’ assets (excluding, for clarity, amendments to existing agreements and instruments) or otherwise incur any Indebtedness which will not to reorganize or make be repaid in full as of the Closing; (iv) permit any change in respect the methods of maintaining the books, accounts or business records of the Group Companies, except as required by GAAP or applicable Law (in which event prompt notice thereof shall be given to Buyer), or change any of its shares, declare, set aside the accounting principles of the Group Companies or pay any dividend the methods by which such principles are applied for Tax or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its sharesfinancial reporting purposes; (fv) not to amend any Tax Returns, make or change any election relating with respect to Taxes, change fail to pay or withhold any election or filing positions relating to Taxes already madewhen due (consistent with the Group Companies’ past practices), adopt or change any accounting methods relating method in respect of Taxes, file any income or other material Tax Return except as may be required by Law and in a manner consistent with past practice and after reasonable notice to TaxesBuyer, file any amendment to income or other material Tax Return, enter into any Tax sharing or similar agreement with any Tax authorityor closing agreement, settle any claim or compromise any proceeding relating to assessment in respect of Taxes, or consent to the any waiver or extension of time to assess or collect any statute of limitations relating to any Claim or audit of material Taxes; (gvi) cancel or terminate any current insurance policies of the Group Companies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (vii) settle or initiate any Legal Proceeding by or against any Group Company; (viii) (A) terminate or amend any Benefit Plan or establish any employee benefit plan that would be a Benefit Plan if in effect as of the date hereof (except as required by any existing Benefit Plan), (B) grant any right to new or enhanced severance or termination pay to any current or former directors, officers, or employees of any Group Company, (C) make any change in compensation or other benefits payable to, or increase the target bonus opportunity applicable to, any current or former directors, officers, or employees (including the Business Employees), (D) hire any additional officers or other management-level employees (other than to fill open positions or to replace terminated or otherwise departed personnel; provided that the employment offer letters for such employees are on the form of employment offer letter provided to Buyer as of the date hereof, do not materially deviate from the standard compensation package as of the date hereof and do not include equity, severance, or change in control benefits), (E) terminate the employment, change the title, office or position, or materially reduce the responsibilities of any management, supervisory or other key personnel of any Group Company, (F) enter into, amend or extend the term of any employment or consulting agreement with any officer, employee, consultant or independent contractor or (G) enter into any Contract with a labor union or collective bargaining agreement (unless required by applicable Legal Requirements except, in each case as otherwise required by Law, except, in the case of each of (A), (B), (C), (D), (E) and (F), in the Ordinary Course of Business; (ix) terminate (except at the anticipated expiration thereof) or make any material amendment to any of the Material Contracts (or any Contract that would be a Material Contract if such Contract were in effect as of the date hereof), or reduce or waive any payment or right thereunder; (x) enter into any Contract that would be a Material Contract if such Contract were in effect as of the date hereof, except in the Ordinary Course of Business; (xi) acquire, by merging or consolidating with, or purchase equity securities in or a substantial portion of the assets of, whether in a single transaction or a series of related transactions, any Person, corporation, limited liability company, partnership, joint venture, association or other business organization or division thereof; (xii) sell, lease, license, pledge or otherwise dispose of or encumber any assets of the Company, other than in the Ordinary CourseCourse of Business; (xiii) suffer or permit any material loss, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor damage or agent of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to or for the benefit ofdestruction to, or agree to pay to or for any material interruption in the benefit use of, any of its directors, officers, Employees, Consultants, contractors the assets of the Group Companies (whether or agents any pension or retirement allowance or other benefit not required covered by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employeeinsurance); (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (Axiv) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess outside of [**] dollars ($[**]); (k) except in the Ordinary CourseCourse of Business that, not to sell, transfer, mortgage when aggregated with all other capital expenditures made by or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member on behalf of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of Companies, exceeds $2,000,000 in the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired aggregate in any material respect at the Closing Dategiven calendar month; or (rxv) on a [**] basisagree in writing or otherwise to do anything contained in this clause (b). (c) Buyer acknowledges and agrees that: (i) nothing contained in this Agreement shall be construed to give Buyer, directly or indirectly, the right to control or direct the operations of any Group Company prior to Closing, (ii) prior to Closing, each Group Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Buyer shall be required with respect to any matter set forth in Section 6.1 or elsewhere in this Agreement, to report to the Purchaser concerning material matters relating to extent the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, requirements of such consent not to unreasonably be withheld. Following receipt would, upon advice of the PurchaserCompany’s consentcounsel, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in violate any respect whatsoeverapplicable Law.

Conduct of Business Prior to Closing. 5.2.1 Except as contemplated by Between the date of this Agreement, during ------------------------------------ Agreement and the Closing PeriodAcquisition Merger Effective Time, the Vendors shall cause the Group to conduct the Business in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the Groupparties agree: (a) to preserve intact That the current organization of Company and the GroupCompany Subsidiaries shall conduct their business only in the ordinary course, keep available the services of the Employees and maintain good relations with, their books and records in accordance with past practices and not to take any action that would (i) adversely affect the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of ability to obtain the GroupGovernmental Approvals or (ii) adversely affect the Company's ability to perform its obligations under this Agreement or the Option Agreement; (b) to retain possession and control That the Company shall not, without the prior written consent of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Group; Ambanc: (ci) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend or make any other distribution with respect to Company's capital stock, except for the declaration and payment of regular quarterly cash dividends in an amount not to exceed $.07 per share of Company common stock with respect to any full calender quarter after the date hereof; (whether in cashii) reacquire any of Company's outstanding shares of capital stock; (iii) except as set forth at Schedule 4.2(c) hereof, issue or sell or buy any shares or property of capital stock of the Company or any combination thereofCompany Subsidiary, except shares of Company common stock issued pursuant to the Company Option Plan and the Option Agreement; (iv) effect any stock split, stock dividend or other reclassification of Company's common stock; or (v) grant any options or issue any warrants exercisable for or securities convertible or exchangeable into capital stock of Company or any Company Subsidiary or grant any stock appreciation or other rights with respect to shares of capital stock of Company or of any Company Subsidiary; (c) That Company and the Company Subsidiaries shall not, without the prior written consent of Ambanc: (i) except as set forth at Schedule 4.2(c) hereof, sell or dispose of any significant assets of the Company or of any Company Subsidiary other than in respect the ordinary course of its sharesbusiness consistent with past practices; (ii) merge or consolidate the Company or any Company Subsidiary with or, or redeem or except as set forth at Schedule 4.2(c) hereof, otherwise acquire any of its shares; (f) not to amend other entity, or file any Tax Returns, applications or make any election relating contract with respect to Taxesbranching by Savings (whether de novo, change any election purchase, sale or filing positions relating to Taxes already maderelocation) or acquire or construct, adopt or change any accounting methods relating to Taxes, enter into any agreement to acquire or construct, any interest in real property (other than with respect to security interests in properties securing loans and properties acquired in settlement of loans in the ordinary course) or improvements to real property in the aggregate in excess of $50,000; (iii) change the articles or certificate of incorporation, charter documents or other governing instruments of the Company or any Tax authorityCompany Subsidiary, settle except as provided in this Agreement or compromise as required by law; (iv) grant to any proceeding relating to Taxesexecutive officer, director or employee of the Company or any Company Subsidiary any increase in annual compensation, or consent any bonus type payment except for normal individual increases in compensation to employees in the waiver ordinary course of business consistent with past practice (including, but not limited to, the payment of bonuses for which such expense has previously been accrued) and except as set forth on Schedule 4.2(c); (v) adopt any new or amend or terminate any existing Employee Plans or Benefit Arrangements of any statute type except as contemplated herein or as set forth at Schedule 4.2(c); (vi) except as set forth on Schedule 4.2(c) or Schedule 4.16(d) hereof, authorize severance pay or other benefits for any officer, director or employee of limitations relating to Company or any Claim Company Subsidiary; (vii) incur any material indebtedness or audit obligation or enter into or extend any material agreement or lease, except in the ordinary course of Taxes; business consistent with past practices; (gviii) engage in any lending activities other than in the Ordinary Course, not to (A) increase the compensation ordinary course of any director, officer, Employee, Consultant, contractor or agent of either member of the Groupbusiness consistent with past practices; (Bix) improve except as set forth at Schedule 4.2(c) hereof, form any Employee Plan new subsidiary or cause or permit a material change in the activities presently conducted by any mannerCompany Subsidiary or make additional investments in subsidiaries; (Cx) pay to purchase any debt securities or for the benefit ofderivative securities, including CMO or agree to pay to REMIC products, that are defined as "high risk mortgage securities" under OTS Thrift Bulletin No. 52 dated January 10, 1992 as revised or for the benefit of, purchase any of its directors, officers, Employees, Consultants, contractors Derivatives Contracts or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or ContractsStructured Notes; (Dxi) commit to anything that would constitute a new or renewed Employee Plan or except as set forth at Schedule 4.2(c) hereof, purchase any equity securities other than Federal Home Loan Bank stock; (E) hire any new employee; (h) not to (A) create, incur or assume any new Indebtedness; or (Bxii) make any loans, advances or capital contributions toinvestment which would cause Savings to not be a qualified thrift lender under Section 10(m) of the HOLA, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge be a "domestic building and loan association" as defined in Section 7701(a)(19) of the Code; (xiii) make any loan with a principal balance of $500,000 or satisfy any Claims, liabilities or obligations more; (xiv) authorize capital expenditures other than in the Ordinary Courseordinary course of business; (xv) adopt or implement any change in its accounting principles, practices or delay or postpone payment of Accounts Payable or other liabilities methods other than as may be required by generally accepted accounting principles or by a regulatory authority or adopt or implement any change in the Ordinary Course; its methods of accounting for Federal income tax purposes; or (j) not to (Axvi) make any capital expenditure loan in which participation interests therein are to be sold to other than pursuant to existing non-cancellable binding commitments previously disclosed persons or entities or acquire a participation interest in writing to and approved a loan originated by the Purchaser, another person or (B) enter into any contract or commitment for any single capital expenditure entity in excess of [**] dollars ($[**]); (k250,000. The limitations contained in this Section 4.2(c) except in shall also be deemed to constitute limitations as to the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser making of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) commitment with respect to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under matters set forth in this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the GroupSection 4.2(c). The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes Notwithstanding the foregoing, such consent not to unreasonably be withheld. Following receipt Savings may engage in any of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoeverforegoing activities exclusively with the Bank.

Conduct of Business Prior to Closing. 5.2.1 Except as for actions contemplated by this Article VIII, actions taken with the prior written consent of Purchaser or actions related to the sale of the Property contemplated by the Purchase and Sale Agreement,, during from the Effective Date until the Closing PeriodDate, the Vendors Sellers shall cause the Group Company to conduct the Business its business in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1ordinary course consistent in all material respects with past practice, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the GroupCompany to: (a) to preserve intact the current organization of the Groupmaintain its business intact, keep available the services of the Employees and maintain good relations withmarket, promote, and sell its products and services consistently in all material respects with past practice, and preserve the goodwill of, suppliers, customers, landlords, creditors of its business and all other Persons having business present relationships with either member of the Groupand suppliers and others with whom it has business relations; (b) to retain possession maintain its Owned Real Properties and control Leased Real Properties, buildings, structures and other improvements and machinery and equipment constituting any of its assets in good operating condition and the other property and assets used by it repair in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Groupall material respects; (c) meet its contractual obligations in all material respects and perform and pay its obligations as they mature in the ordinary course of business; (d) comply in all material respects with all judgments and Laws promulgated by any governmental body and all Permits applicable to take all actions within their control to ensure that each member the conduct of its business or the Group performsownership or operation of its assets, and maintain in all material respects, their obligations falling due during the Closing Period under and prosecute applications for, such Permits and pay all ContractsTaxes, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; assessments and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganizationother charges applicable thereto; (e) not to reorganize or make promptly advise Purchaser in writing of any material adverse change in respect of any its assets or the conduct, business, operations, properties, condition (financial or otherwise) or prospects of its shares, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its sharesbusiness; (f) not to amend take any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxesaction, or consent omit to the waiver of take any statute of limitations relating to any Claim or audit of Taxes; (g) other than in the Ordinary Courseaction, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan that would result in any manner; (C) pay to or for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employee; (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]); (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the Company’s representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired made herein being inaccurate in any material respect at the Closing Date; ortime of such action or omission as if made at and as of such time; (rg) not (i) settle or compromise any Tax liability, (ii) make or change any material Tax election, (iii) make or change any Tax method of accounting other than as disclosed on Schedule 5.11, (iv) prepare any Tax Return in a [**] basis, to report manner that is inconsistent with the past custom and practice with respect to the Purchaser concerning material matters relating treatment of items on such Tax Returns, (v) file any amendment to a Tax Return that would increase the Tax liability of the Company after the Closing, (vi) consent to the Business and extension or waiver of the Group. The Requisite Vendors shall request the Purchaser’s consent limitation period applicable to proceed any claim or assessment in respect of Taxes with any decisionGovernmental Authority, act or event which contravenes the foregoing, such consent not (vii) surrender any right to unreasonably be withheld. Following receipt claim a refund of Taxes; and (h) give notice to Purchaser promptly upon becoming aware of any inaccuracy in any material respect of any of the Purchaser’s consentrepresentations or warranties made herein by Sellers or in the Schedules attached hereto or of 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); provided, however, (i) for purposes of determining whether the closing conditions described in Section 9.2 have been satisfied, no such decision, act or event supplemental information shall be deemed permissible and shall not be considered a to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement Agreement, and (ii) unless expressly consented to in writing by Purchaser, no such supplemental information shall be deemed to avoid or cure any respect whatsoever.misrepresentation or breach of warranty for purposes of the indemnity provisions of Article X.

Conduct of Business Prior to Closing. 5.2.1 Except as contemplated expressly provided or permitted herein, as set forth in Schedule 6.1 or as consented to in writing by this AgreementParent, during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (such period is referred to as the “Pre-Closing Period”), the Vendors Company shall cause the Group use reasonable best efforts to conduct the Business (a) act and carry on its business in the Ordinary Course. 5.2.2 ordinary course of business consistent with past practice, (b) maintain and preserve its business organization, assets and properties, and (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 Material Contracts). Without limiting the generality of Section 5.2.1the foregoing, but subject to the exceptions except as expressly provided for thereinor permitted herein or as set forth in Schedule 6.1, during the Pre-Closing Period, the Vendors Company shall and shall cause each member not, directly or indirectly, other than in the ordinary course of business, do any of the Groupfollowing without the prior written consent of Parent: (a) to preserve intact the current organization of the Group, keep available the services of the Employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of the Group; (bA) to retain possession and control of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Group; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend dividends on, or make any other distribution distributions (whether in cash, shares securities or property or any combination thereofother property) in respect of, any of its sharesequity interests, (B) split, combine or reclassify any of its equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its equity interests or any of its other securities, or (C) purchase, redeem or otherwise acquire any of its sharesequity interests or any securities or obligations convertible into or exchangeable for any of its equity interests or any other of its securities or any rights, warrants or options to acquire any such equity interests or other securities; (fb) not authorize for issuance, issue or sell or agree or commit to amend issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent to the waiver equity interests of any statute of limitations relating to any Claim class or audit of Taxes; (g) other than in the Ordinary Course, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to or for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employee; (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions securities or investmentsequity equivalents; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]); (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoever.

Conduct of Business Prior to Closing. 5.2.1 Except The Seller covenants and agrees ------------------------------------ that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement (pursuant to the terms hereof) or the Closing Date, unless Buyer shall otherwise agree and except as otherwise contemplated by this Agreement, during Agreement or the Closing PeriodDisclosure Schedule, the Vendors Seller shall cause each of the Transferred Companies to (i) conduct its business and shall cause the Group businesses of its subsidiaries to conduct the Business be conducted in all material respects in the Ordinary Course. 5.2.2 Without limiting the generality ordinary course of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall business and shall cause each member of the Group: (aii) use reasonable commercial efforts to preserve substantially intact the current business organization of the GroupTransferred Companies taken as a whole, to keep available the services of the Employees present key officers, employees and maintain good relations with, consultants of the Transferred Companies taken as a whole and to preserve the goodwill ofpresent relationships of the Transferred Companies with customers, suppliers, customerslessors, landlordslicensors and other persons with which any Transferred Company has significant business relations. By way of amplification and not limitation, creditors except as contemplated by this Agreement or the Disclosure Schedule, no Transferred Company shall, during the period from the date of this Agreement and all other Persons having business relationships with either member continuing until the earlier of the Group; termination of this Agreement (pursuant to the terms hereof) or the Closing Date, directly or indirectly do, or propose to do, any of the following without the prior consent of Buyer (a) increase the compensation (including bonuses) payable by any Transferred Company on or after the date hereof, or to become payable by any Transferred Company on or after the Closing, to any executive officer or director or senior employee listed on Section 2.9 of the Disclosure Schedule of such Transferred Company, other than de minimis increases in the ordinary course of business; (b) to retain possession enter into or perform any transactions with Affiliates other than on an arms length basis and control of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality ordinary course of any confidential or proprietary information of the Business or the Group; business; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend dividends, issue, purchase or other distribution (whether in cash, redeem any shares or property of its capital stock or any combination thereof) in respect of its shares, convertible securities into or redeem or otherwise acquire exchangeable for any of its shares; capital stock, or make any other distributions to its shareholders (except for cash distributions as contemplated by Section 4.2); (d) grant any options or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) incur, assume, or guaranty any liabilities or Indebtedness of any kind other than Indebtedness which is incurred in the ordinary course of business; (f) not to amend any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent to the waiver Charter of any statute of limitations relating to any Claim Transferred Company; or audit of Taxes; (g) other than dispose of any material assets, except for sales or dispositions of assets in the Ordinary Course, not to (A) increase the compensation ordinary course of any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to or for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employee; (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]); (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]business. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoever.

Conduct of Business Prior to Closing. 5.2.1 (a) Except as contemplated expressly provided or permitted herein, as set forth in Schedule 6.1 or as consented to in writing by this AgreementParent, during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (such period is referred to as the “Pre-Closing Period”), the Vendors Company shall cause the Group use reasonable best efforts to conduct the Business (a) act and carry on its business in the Ordinary Course. 5.2.2 ordinary course of business consistent with past practice, (b) maintain and preserve its business organization, assets and properties, and (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). Without limiting the generality of Section 5.2.1the foregoing, but subject to the exceptions except as expressly provided for thereinor permitted herein or as set forth in Schedule 6.1, during the Pre-Closing Period, the Vendors Company shall and shall cause each member not, directly or indirectly, other than in the ordinary course of business, do any of the Groupfollowing without the prior written consent of Parent: (ai) to preserve intact the current organization of the Group, keep available the services of the Employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of the Group; (bA) to retain possession and control of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Group; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend dividends on, or make any other distribution distributions (whether in cash, shares securities or property or any combination thereofother property) in respect of, any of its sharesequity interests, (B) split, combine or reclassify any of its equity interests or issue or authorize the issuance of any other equity interests in respect of, in lieu of or in substitution for its equity interests or any of its other securities, or (C) purchase, redeem or otherwise acquire any of its sharesequity interests or any securities or obligations convertible into or exchangeable for any of its equity interests or any other of its securities or any rights, warrants or options to acquire any such equity interests or other securities, except, in the case of this clause (C), for the acquisition of Class B Units from former employees, members of the Company Board and consultants in accordance with agreements providing for the repurchase of units at their original issuance price in connection with any termination of services to the Company; (fii) not authorize for issuance, issue or sell or agree or commit to amend issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Tax Returnsequity interests of any class or any other securities or equity equivalents, other than the conversion of the Phantom Equity Units into Class B Units upon the termination of the Equity Plan in connection with this Agreement; (iii) make any election relating change to Taxes, change any election the Articles of Organization or filing positions relating to Taxes already made, adopt Operating Agreement or change the authorized equity interests of the Company; (iv) (A) incur any accounting methods relating Indebtedness or guarantee any such indebtedness of another Person, (B) issue or sell any debt securities or warrants or other rights to Taxesacquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” or other agreement with to maintain any Tax authority, settle financial statement condition of another Person or compromise enter into any proceeding relating to Taxes, or consent to arrangement having the waiver economic effect of any statute of limitations relating to any Claim or audit of Taxes; (g) other than in the Ordinary Course, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan in any manner; foregoing, (C) pay to or for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employee; (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments investment in, any other Person in excess of [**] dollars Person, other than the Company, or ($[**]D) per month andmortgage, pledge or otherwise encumber any material assets, or create or suffer any material lien thereupon, except, in connection therewitheach case, in the Corporation shall provide notice to the Purchaser ordinary course of any such new Indebtedness, loans, advances, capital contributions or investmentsbusiness and consistent with prior practices; (iv) not to paymaterially change accounting policies or procedures, discharge except as required by law or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Courseby GAAP; (jvi) increase the rates of direct compensation or bonus compensation payable or to become payable to any officer, employee, agent or consultant of the Company, 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 $30,000 in the aggregate; (Avii) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, material acquisition or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**])37,500 in the aggregate for the Company, taken as a whole, other than in the ordinary course of business or as provided for in the Company’s annual budget; (kviii) except in the Ordinary Course, not to sell, transferlease, mortgage or otherwise dispose oflicense, or encumber, or agree to sell, transfer, mortgage pledge or otherwise dispose of or encumber, encumber any material properties or assets, real, personal or mixedmaterial assets of the Company other than in the ordinary course of business and consistent with prior practices; (lix) not except to make any change, except the extent subject to reserves reflected on the Base Balance Sheet or the footnotes to the reviewed Financial Statements in the Ordinary Courseaccordance with GAAP, in the manner ordinary course of conducting intercompany business with any Vendor or any of its Affiliatesas specifically provided in this Agreement, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminateinto, in whole or in partmaterially modify, materially amend or not renew terminate any Material Contract with or agreement to which the Company is party, or knowingly waive, release or assign any member material rights or material claims (including any material write-off or other material compromise of any accounts receivable of the Group or that any customer intends to materially reduce its volume of business with such memberCompany); (px) settle or compromise any litigation or other disputes (whether or not commenced prior to do anything that would cause any the date of this Agreement) other than settlements or compromises for litigation or other disputes where the representations and warranties of any Vendor under this Agreement to be false amount paid in settlement or misleading; (q) to take any and compromise does not exceed $37,500 in the aggregate, for all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Datelitigation or other disputes; or (rxi) on a [**] basisenter into any executory agreement, commitment or undertaking to report to do any of the Purchaser concerning material matters relating to activities prohibited by the Business and the Groupforegoing provisions. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes Notwithstanding the foregoing, such consent not nothing contained in this Agreement shall give Parent, directly or indirectly, the right to unreasonably be withheld. Following receipt control or direct the operations of the Purchaser’s consentCompany prior to the Effective Time. (b) Notwithstanding the provisions of Section 6.1(a), such decision, act or event the Company shall be deemed permissible and shall permitted to make tax distributions to its Members consistent with the Operating Agreement. In addition, immediately prior to the Closing, the Company may distribute cash balances to its Members, consistent with the Operating Agreement, but only to the extent such distribution will not cause the Closing Net Working Capital to be considered a breach of this Agreement in any respect whatsoeverless than $180,000.

Conduct of Business Prior to Closing. 5.2.1 Except as During the period from and after the date of this Agreement through the Closing Date, unless specifically contemplated by in this Agreement, during each Shareholder covenants and agrees that, without TEI's prior written consent to the Closing Periodcontrary, the Vendors shall he will cause the Group Company to conduct the Business in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the Groupoperate so as: (a) to preserve intact To carry on its business in substantially the current organization of the Group, keep available the services of the Employees and maintain good relations withsame manner as heretofore carried on, and not make any purchase, sale or lease (whether as a lessor or lessee), or enter into any agreement, or introduce any method of management or operation in respect of any such business except in the goodwill of, suppliers, customers, landlords, creditors ordinary course of business and all other Persons having business relationships in a manner not inconsistent with either member prior practice and with the terms of the Groupthis Agreement; (b) Not to retain possession and control declare or pay any dividend or make any distribution or payment in respect of its assets and the other property and assets used by it in the Businesscapital stock, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality nor directly or indirectly to redeem, purchase or otherwise acquire or sell any of any confidential or proprietary information of the Business or the Groupits capital stock; (c) Not to take all actions within their control to ensure that each member acquire, sell, transfer, lease, mortgage, pledge, encumber or otherwise dispose of the Group performsany fixed asset (other than inventory and work in progress, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is boundordinary and usual course of business); (d) not Not to amalgamate, merge discharge or consolidate withsatisfy any lien or encumbrance or pay or perform any obligation or liability other than (i) current liabilities set forth in the balance sheets included in the Financial Statements, or acquire any shares or all or substantially all (ii) current liabilities incurred in the assets ordinary course of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganizationbusiness since the Balance Sheet Date; (e) not Not to reorganize change or make any change in respect alter the physical contents or character of any of its shares, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect inventory so as to affect the nature of its shares, or redeem or otherwise acquire any of its sharesbusiness or result in a change of the total dollar valuation thereof as set forth on the latest balance sheet contained in the Financial Statements other than as a result of transactions in the ordinary course of business; (f) not Not to amend do any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent to of the waiver of any statute of limitations relating to any Claim or audit of Taxesacts specified in Section 4.5 hereof; (g) other than in the Ordinary CourseTo reasonably seek to maintain and preserve its business organization and goodwill intact and maintain its relationships with franchisers, not to suppliers, customers (A) increase the compensation of any directorincluding lessees), officercreditors, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to or for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employeeemployees and others having business relationships with it; (h) not Not to (A) create, incur or assume any new Indebtedness; or (B) make any loanschanges or modifications in any agreement to which it is a party or which affects it, advances except in the ordinary course of business or capital contributions to, or investments in, any other Person in excess of [**] dollars an amount not exceeding One Thousand Dollars ($[**]1,000.00) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions one transaction or investmentsas required by this Agreement; (i) not To take such action as may be necessary to paymaintain, discharge or satisfy any Claimspreserve, liabilities or obligations other than renew and keep in the Ordinary Coursefull force and effect its corporate existence, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Courserights and franchises; (j) not Not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any capital expenditures for a single capital expenditure in excess of [**] dollars item exceeding One Thousand Dollars ($[**])1,000.00) and not to make commitments for capital expenditures exceeding Five Thousand Dollars ($5,000.00) in the aggregate; (k) except Not to enter into any contracts, commitments or proposals for the sale or lease of any of its products or sale of any of its services which require the manufacture of new products costing in the Ordinary Courseaggregate Ten Thousand Dollars ($10,000.00) or more or any amendment or extension of any contracts, not to sell, transfer, mortgage commitments or otherwise dispose of, proposals for such sales or encumber, leases which require the manufacture of new products costing in the aggregate Ten Thousand Dollars ($10,000.00) or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixedmore; (l) not Not to make file any changeincome, except in franchise, sales or other tax return or report without the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is prior reasonable opportunity for the purposes of providing funding to a member of the Group;examination and approval thereof by TEI; and (m) not To continue to change any accounting practices or principles from those applied in the preparation of the Financial Statements;maintain its existing insurance. (n) notify Between the Purchaser date of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and TEI shall not be considered a breach of this Agreement in issue any respect whatsoeverpreferred stock nor issue any common stock.

Conduct of Business Prior to Closing. 5.2.1 Except as contemplated by During the period comprised between the date of execution of this Agreement, during Agreement and the Closing Date (the “Interim Period”), each Seller severally undertakes to exercise its respective voting rights at any and all general shareholders’ meetings of the Vendors shall Company and instruct its respective appointees to the Company’s board of directors to exercise their respective voting rights at any and all meetings of the Company’s board of directors so as to cause the Group Company to conduct its business and the Business Subsidiaries’ business in their ordinary course, consistent with their past operational practices, including with respect to creation and undertaking of Liabilities and Liens, accounting or credit principles or practices, compensation policy and lay-offs and operational policies or practices. In connection with the Ordinary Course. 5.2.2 Without limiting foregoing, each Seller, unless the generality prior written approval from the Purchaser is obtained, shall refrain and shall exercise its voting rights and cause its respective appointees to the Company’s board of Section 5.2.1directors to exercise their voting rights so as to make the Company and the Subsidiaries refrain from performing any of the following extraordinary actions, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the GroupSection 5.6.1 below: (a) to preserve intact approval of any merger, merger of shares, spin-off, joint venture, capital increase, capital reduction or any other form of corporate reorganization or acquisition of another company, in each case, involving the current organization of Company and/or the Group, keep available the services of the Employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of the GroupSubsidiaries; (b) to retain possession and control amend the Bylaws and/or the Subsidiaries’ bylaws or articles of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Groupassociation; (c) to take all actions within their control to ensure that each member disposal of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party any Shares or by which it is boundcreation of any Lien on any Shares; (d) not to amalgamateissuance, merge or consolidate withredemption, amortization, reimbursement, repurchase, or acquire any shares or all or substantially all the assets transfer of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, Securities issued by the Company and/or any of its sharesthe Subsidiaries, or otherwise effect except in relation to any corporate reorganizationSecurities issued by the Company in connection with existing commitments under the stock option plan referred to in Section 8.8(b) of the Disclosure Schedule and except for the transfer of any Securities held by shareholders of the Company other than the Sellers; (e) not to reorganize declaration or make any change in respect payment of any distributions to shareholders, except for any declaration or distribution that meets each of its sharesthe following conditions: (i) such declaration or distribution is made in accordance with the Company’s ordinary course of business, declareconsistent with past practices (including, set aside for the avoidance of doubt, with respect to amounts being declared or pay any dividend paid and timing for such payment or other declaration); and (ii) such distribution (whether in cash, shares or property or any combination thereof) in respect of its sharesis paid, or redeem such declaration is expected to be paid, by the Company with its own funds, without entering into or modifying any loan or financial agreement or otherwise acquire any incurring indebtedness (including under existing credit facilities) with the purpose of its sharesobtaining the proceeds for such distribution; (f) not to amend any Tax Returnsdisposal, make any election relating to Taxesacquisition, change any election encumbrance, lease, free lease, assignment or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent to the waiver other form of disposal of any statute material asset of limitations relating to any Claim or audit the Company and/or the Subsidiaries, outside the ordinary course of Taxesbusiness; (g) other than in entering into any contract or agreement between the Ordinary CourseCompany and/or the Subsidiaries, not to (A) increase the compensation of on one side, and any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to Sellers or for their Affiliates, on the benefit ofother side, or agree amendment to pay to any such existing contracts or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employeeagreements; (h) not to (A) createrepay any borrowing or indebtedness in advance of its stated maturity outside the ordinary course of business, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice unless otherwise made pursuant to the Purchaser terms and conditions of any such new Indebtedness, loans, advances, capital contributions or investmentsSection 5.3.1; (i) not to payexcept as otherwise contemplated in Schedule 5.5(i), discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Courseentering into, or delay modifying, accelerating, cancelling or postpone payment terminating any loan or financial agreements entered into by the Company and/or the Subsidiaries or issuing any debt instrument in excess of Accounts Payable or other liabilities other than in the Ordinary Courseten million Reais (R$ 10,000,000.00); (j) not granting of any guarantee or counter-guarantee, in rem or personal, to secure any obligation of a Third Party (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchasera Subsidiary), or the assumption of any obligation to the sole benefit of a Third Party (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]other than a Subsidiary); (k) except filing for judicial or extrajudicial reorganization or for voluntary bankruptcy, or, in case of involuntary bankruptcy, granting the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixedconsent thereto; (l) not to make change any change, except in the Ordinary Course, in the manner of conducting intercompany business with tax election or enter into any Vendor tax incentive program or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Groupdebt repayment program (programa de parcelamento); (m) not make any distribution or disbursement of any nature whatsoever to change any accounting practices officer, director or principles from those applied shareholder other than in the preparation ordinary course of business, except as otherwise required under any of the Financial Statementsstock option plan and benefit plans disclosed in Sections 8.8(a) and 8.8(b) of the Disclosure Schedule, or increase or promise to increase the level of remuneration or benefits, whether or not related to salaries, attributed to any members of their senior management or managers, except as otherwise required by applicable Law, employment contract or collective bargaining agreement; (n) notify any change in the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract Company’s and/or the Subsidiaries’ accounting practices, except as otherwise required under applicable Law or amend requested by the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**].Company’s auditor; (o) any action or omission by the Company and/or its Subsidiaries that is materially inconsistent with the 2014 budget, as submitted for discussion at the Board of Directors’ meeting held on January 15, 2014 and made available to notify Purchaser, provided that the Parties acknowledge and accept that the 2014 budget contains certain projections, financial estimates, forecasts and other forward-looking information which, although they have been prepared in good faith based on assumptions believed by the Company to be reasonable at the time of preparation thereof, such projections, financial estimates, forecasts and other forward-looking information are subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, and therefore, notwithstanding the consent right of Purchaser if any customer intends to terminateset forth in this Section 5.6(o), in whole or in part, materially amend or not renew any Contract with any member of the Group or no assurance can be given that any customer intends to materially reduce its volume particular projection, financial estimate, forecast or other forward-looking information will be realized, it being understood that the actual results of business with which may differ and such member;differences may be material; and (p) not any promise or commitment to do anything that would cause perform any of the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoeveraforementioned acts.

Conduct of Business Prior to Closing. 5.2.1 Except for: (i) the sale by Texoil of up to 12.5% of the working interest in Raceland project; (ii) the sale by Cliffwood of certain producing assets in Rocky Mountain states to Prima Exploration, Inc. for consideration of $1,325,000; and (iii) as otherwise contemplated or disclosed by this Agreement, during from and after the Closing Perioddate hereof until the Effective Time, the Vendors shall cause the Group to conduct the Business in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the GroupConstituent Groups shall use its reasonable best efforts to conduct its business in the ordinary course and, after the date hereof, each of the Constituent Groups shall act as follows: (a) to preserve intact the current organization 6.4.1 No Constituent Group will adopt any change in any method of the Groupaccounting or accounting practice, keep available the services of the Employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either except as contemplated or required by GAAP; 6.4.2 No member of the GroupConstituent Groups will make any material amendment to its certificate or articles of incorporation or bylaws; (b) to retain possession and control 6.4.3 Except for the disposition of its assets and the other property and assets used by it obsolete equipment in the Businessordinary course of business or as contemplated under this Agreement, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality no member of either Constituent Group will sell, mortgage, pledge or otherwise dispose of any confidential material assets or proprietary information properties owned or used in the operation of the Business or the Grouptheir business; (c) to take all actions within their control to ensure that each 6.4.4 No member of the either Constituent Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, will merge or consolidate with, or acquire any shares 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; 6.4.5 Except as provided pursuant to the terms of any Person outstanding stock options and warrants or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structureas contemplated under this Agreement, no member of either Constituent Group will authorize for issuance, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, sell any additional shares of its shares, capital stock or otherwise effect any corporate reorganizationother securities; (e) not to reorganize or make any change in respect of any of its shares6.4.6 Except as otherwise contemplated under this Agreement, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its shares; (f) not to amend any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent to the waiver of any statute of limitations relating to any Claim or audit of Taxes; (g) other than in the Ordinary Course, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent no member of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to or for the benefit ofConstituent Group will incur, or agree to pay incur, any debt for borrowed money other than borrowings under existing revolving credit facilities not to exceed $1,000,000; 6.4.7 Neither Cliffwood nor Texoil will declare, set aside, or for pay, directly or indirectly, any dividend, cash or stock, or other distribution in respect to its securities; 6.4.8 Except with respect to increases in the benefit ofsalary of employees who are not executive officers or directors that arise pursuant to normal merit reviews in the ordinary course of business, no member of either Constituent Group will make or adopt any agreement or plan, including any severance plan to increase in the compensation or severances payable to any of its employees, officers or directors; 6.4.9 No member of either Constituent Group shall make or cause to be made any amendment to any bonus, insurance, pension, compensation, or other benefit plan for, with, or covering any of its employees, officers, or directors; 6.4.10 Each member of each Constituent Group will use reasonable efforts to preserve its business relationships, directors, officers, Employeesemployees or agents, Consultantssuppliers, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employee; (h) not to (A) createcustomers, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any and others having business relations with such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]); (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixed; (l) not to make any change, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Constituent Group; (m) 6.4.11 Each member of each Constituent Group will develop, maintain and operate the oil and gas properties which are operated by them in a good and workmanlike manner; 6.4.12 Each member of each Constituent Group shall use all reasonable efforts to cause the oil and gas properties which are not operated by them to change be developed, maintained and operated in substantially the same manner as heretofore unless it is economically prudent to do so; 6.4.13 Each member of each Constituent Group shall maintain insurance coverage substantially similar to that now in effect with respect to the Constituent Group; 6.4.14 Each Constituent Group shall use all reasonable efforts to keep its material contracts in full force and effect in all material respects, unless any accounting practices such material contract terminates pursuant to its own terms or principles from those applied in the preparation ordinary course of business; 6.4.15 Each Constituent Group shall perform and comply with all of the Financial Statementscovenants and conditions contained in its material contracts in all material respects; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under this Agreement to be false or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the 6.4.16 Each Constituent Group shall not be impaired in all material respects comply with all laws and any material respect at governmental authority having jurisdiction over its assets or business; and 6.4.17 Each Constituent Group shall otherwise carry on its business in substantially the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoeversame manner as heretofore conducted.

Conduct of Business Prior to Closing. 5.2.1 Except (1) During the Interim Period, save and except as contemplated by otherwise expressly provided for in this Agreement, during the Closing Period, the Vendors shall will cause the Group Corporation to conduct the Business in the Ordinary Course. 5.2.2 (2) Without limiting the generality of Section 5.2.15.1(1), but subject to and without derogating from the exceptions provided for therein, during obligations of the Closing PeriodVendors in Section 6.1, the Vendors shall and shall cause each member will not, without the prior written consent of the GroupPurchaser, such consent not to be unreasonably withheld or delayed, permit the Corporation to: (a) purchase, establish or acquire in any manner any new business undertaking or make any change in the nature of the Corporation's business as presently carried on; (b) enter into any reorganization, consolidation, amalgamation, arrangement, winding-up, merger or other similar transaction (including, without limitation, the sale of all or substantially all of the assets of the Corporation) or permit the assignment or transfer of any of the Corporation's issued and outstanding shares or any right, option or privilege convertible into shares in the capital of the Corporation; (c) declare, make, pay or commit to any form of distribution or reduction of the profits of the Corporation or of its capital, including (i) any dividend (including stock dividends) or other distribution on any present or future shares, (ii) the purchase, redemption or retirement or acquisition any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to shareholders, (iv) payment on account of loans made to shareholders of the Corporation, or (v) payment of any bonuses or management fees; (d) create, allot or issue any shares in the capital of the Corporation, or to enter into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares or securities convertible into shares of the Corporation, amend the Corporation's articles or by-laws, change its capital structure or enter into any agreement or make any offer to do so; (e) increase the Corporation's indebtedness for borrowed money, except for normal fluctuations in the Corporation's operating credit facility under the TD Loan, make any loan or advance, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any Person, or otherwise encumber any of the property and assets of the Corporation, except for necessary encumbrances for operating capital to finance operations of the Corporation in the Ordinary Course; (f) save and except for contracts necessary for the Corporation's current supplies and services, enter into any contracts for capital expenditures in excess of, either individually or in the aggregate, $25,000; (g) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Corporation, except as may be required by the terms of a Material Contract; or (h) agree, whether or not in writing, to do any of the foregoing. (3) Without limiting the generality of Section 5.1(1), and without derogating from the obligations of the Vendors in Section 6.1, the Vendors will cause the Corporation to: (a) use all reasonable commercial efforts to preserve intact the current business organization of the GroupCorporation, keep available the services of the Employees present employees and agents of the Corporation and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors creditors, distributors and all other Persons having business relationships with either member of the GroupCorporation; (b) confer with the Purchaser concerning operational matters of a material nature; (c) use all reasonable commercial efforts consistent with past practice to retain possession and control of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage Assets and preserve the confidentiality of any confidential or proprietary information of the Business or the Group; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is boundCorporation; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its shares; (f) not to amend any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent subject to the waiver terms of any statute of limitations relating to any Claim or audit of Taxes; (g) other than in this Agreement and the Ordinary Course, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent of either member prudent and reasonable discretion of the Group; (B) improve any Employee Plan in any manner; (C) pay Vendors, maintain adequate levels of inventories to or for carry on the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employee; (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice to the Purchaser of any such new Indebtedness, loans, advances, capital contributions or investments; (i) not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Course, or delay or postpone payment of Accounts Payable or other liabilities other than Business in the Ordinary Course; (je) not to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed maintain the Assets in writing to their current state of repair and approved by the Purchasercondition, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**])reasonable wear and tear excepted; (kf) except in comply with all Authorizations and contractual obligations under the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any properties or assets, real, personal or mixedContracts; (lg) not use all reasonable commercial efforts to make any changeconduct the Business in such a manner that on the Closing Date, except in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of any Vendor under the Vendors contained in this Agreement to shall be false or misleading;true, correct and complete as if such representations and warranties were made on and as of such date; and (qh) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to otherwise periodically report to the Purchaser concerning material matters relating to the state of the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoeverCorporation.

Conduct of Business Prior to Closing. 5.2.1 9.1.1 Except as otherwise expressly contemplated by this Agreement or with the prior written consent of Seller (which consent shall not be unreasonably conditioned, delayed or withheld), between the date hereof and the Closing, Seller shall use its commercially reasonable efforts to: (a) conduct business only in the Ordinary Course of Business; (A) preserve the present business operations, organization (including officers and employees) and goodwill of Seller and the Business and (B) preserve the present relationships with Persons having business dealings with Seller and the Business (including customers, suppliers, consultants and subcontractors); (c) maintain (A) all of the material assets and properties of, or used by, Seller and/or the Business in their current condition, with the exception of ordinary wear and tear, and (B) insurance upon all of the properties and assets of Seller and/or the Business in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain the books, during the Closing Period, the Vendors shall cause the Group to conduct accounts and records of Seller and the Business in the Ordinary Course. 5.2.2 Without limiting the generality Course of Section 5.2.1Business, but subject (B) continue to the exceptions provided for therein, during the Closing Period, the Vendors shall collect accounts receivable and shall cause each member pay accounts payable of the Group: (a) to preserve intact the current organization of the Group, keep available the services of the Employees Seller and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of the Group; (b) to retain possession and control of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage utilizing normal procedures and preserve the confidentiality without discounting or accelerating payment of any confidential or proprietary information of the Business or the Group; such accounts, and (cC) to take all actions within their control to ensure that each member of the Group performs, comply in all material respects, their respects with all contractual and other obligations falling due during the Closing Period under all Contracts, material to of Seller and/or the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not upon the request of Purchaser, provide information as to reorganize or make any change in respect all material matters involving the operations of any of its shares, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its sharesSeller and the Business; (f) not to amend issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any Tax Returnscapital stock, make any election relating to Taxes, change other voting securities or any election securities convertible into or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxesexchangeable for, or consent any rights, warrants or options to acquire, any such capital stock, voting securities or convertible or exchangeable securities which transaction would have the waiver effect of any statute of limitations relating the Seller not being authorized to any Claim or audit of Taxesconsummate the transactions contemplated by this Agreement; (g) other than comply in the Ordinary Course, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) improve any Employee Plan in any manner; (C) pay to or for the benefit of, or agree to pay to or for the benefit of, any of its directors, officers, Employees, Consultants, contractors or agents any pension or retirement allowance or other benefit not required by the existing Employee Plans or Contracts; (D) commit to anything that would constitute a new or renewed Employee Plan or (E) hire any new employeeall material respects with all applicable Laws; (h) not to (A) create, incur or assume any new Indebtedness; or (B) make any loans, advances written or capital contributions to, or investments in, any other Person in excess of [**] dollars ($[**]) per month and, in connection therewith, the Corporation shall provide notice oral communications to the officers or employees of Seller or the Business pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement without providing Purchaser with a copy or written description of any the intended communication and a reasonable period of time to review and comment on such new Indebtednesscommunication; provided, loanshowever, advances, capital contributions that the foregoing shall not prevent human resources personnel of Seller or investments;the Business from orally answering questions of individual employees pertaining to compensation or benefit matters with respect to such individual employee that are affected by the transactions contemplated by this Agreement on an individual basis with such employee; and (i) notwithstanding any other provision hereof, not to pay, discharge or satisfy any Claims, liabilities or obligations other than in the Ordinary Courseknowingly take, or delay or postpone payment of Accounts Payable or other liabilities other than in the Ordinary Course; (j) not knowingly omit to (A) make any capital expenditure other than pursuant to existing non-cancellable binding commitments previously disclosed in writing to and approved by the Purchaser, or (B) enter into any contract or commitment for any single capital expenditure in excess of [**] dollars ($[**]); (k) except in the Ordinary Course, not to sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumbertake, any properties or assets, real, personal or mixed; (l) not action that is reasonably likely to make any change, except result in the Ordinary Course, in the manner of conducting intercompany business with any Vendor or any of its Affiliates, unless such change is for the purposes of providing funding to a member of the Group; (m) not to change any accounting practices or principles from those applied in the preparation of the Financial Statements; (n) notify the Purchaser of any new customer Contract being negotiated and not enter into any new customer Contract or amend the terms of any existing customer Contract without the consent of the Purchaser if such Contract concerns: [**]. (o) to notify the Purchaser if any customer intends to terminate, in whole or in part, materially amend or not renew any Contract with any member of the Group or that any customer intends to materially reduce its volume of business with such member; (p) not to do anything that would cause any of the representations and warranties of conditions precedent to Closing not being satisfied, or any Vendor action that is reasonably likely to materially impair Seller’s ability to perform its obligations under this Agreement agreement or to be false consummate the transactions contemplated hereby, except as required by applicable Law or misleading; (q) to take any and all such further actions reasonably requested by the Purchaser so that the Business of each member of the Group shall not be impaired in any material respect at the Closing Date; or (r) on a [**] basis, to report to the Purchaser concerning material matters relating to the Business and the Group. The Requisite Vendors shall request the Purchaser’s consent to proceed with any decision, act or event which contravenes the foregoing, such consent not to unreasonably be withheld. Following receipt of the Purchaser’s consent, such decision, act or event shall be deemed permissible and shall not be considered a breach of this Agreement in any respect whatsoeverAgreement.