Common use of Conduct of Business Prior to Effective Time Clause in Contracts

Conduct of Business Prior to Effective Time. Each of Powin Energy and Powin Corporation hereby covenants and agrees as follows, from and after the date of this Agreement and until the Effective Time, except as specifically consented to in writing by the other party: (a) It shall conduct its business in the ordinary and usual course of business and consistent with past practice; (b) It shall not (i) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, (ii) spin-off any assets or businesses, (iii) engage in any transaction for the purpose of effecting a recapitalization, or (iv) engage in any transaction or series of related transactions which has a similar effect to any of the foregoing; (c) It shall not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock or amend or modify the terms and conditions of any of the foregoing; (d) It shall not (i) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock, other than as required by the governing terms of such securities, (ii) take or fail to take any action which action or failure to take action would cause it or its stockholders (except to the extent that any stockholders receive cash in lieu of fractional shares) to recognize gain or loss for Tax purposes as a result of the consummation of the Merger, (iii) make any acquisition of any material assets or businesses, (iv) sell any material assets or businesses, (v) enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (e) It shall use reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it, and not engage in any action, directly or indirectly, with the intent to impact adversely the transactions contemplated by this Agreement; (f) It shall confer on a regular basis with one or more representatives of the other to report on material operational matters and the general status of ongoing operations; and (g) It shall file with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it pursuant to the Exchange Act.

Conduct of Business Prior to Effective Time. Each of Powin Energy Trinity, the Adventure Shareholders and Powin Corporation Adventure, as applicable, hereby covenants and agrees as followsfollows (and the Adventure Shareholders covenant and agree to cause Adventure to comply with such covenants and agreements), from and after the date of this Agreement and until the Effective Time, except as specifically consented to in writing by the other partyparty or as set forth in Section 5.1 of the respective Disclosure Schedules: (a) It shall conduct its business in the ordinary and usual course of business and consistent with past practice; (b) It shall not (i) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, (ii) spin-off any assets or businesses, (iii) engage in any transaction for the purpose of effecting a recapitalization, or (iv) engage in any transaction or series of related transactions which has a similar effect to any of the foregoing; (c) It shall not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock or amend or modify the terms and conditions of any of the foregoing, provided, however, that it may issue shares upon exercise of outstanding options, warrants or stock purchase rights; (d) It shall not (i) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock, other than as required by the governing terms of such securities, (ii) take or fail to take any action which action or failure to take action would cause it or its stockholders (except to the extent that any stockholders receive cash in lieu of fractional shares) to recognize gain or loss for Tax purposes as a result of the consummation of the Merger, (iii) make any acquisition of any material assets (except in the ordinary course of business) or businesses, (iv) sell any material assets (except in the ordinary course of business) or businesses, or (v) enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (e) It shall use reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it, and not engage in any action, directly or indirectly, with the intent to impact adversely the transactions contemplated by this Agreement; (f) It shall confer on a regular basis with one or more representatives of the other to report on material operational matters and the general status of ongoing operations; and (g) It shall file with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it pursuant to the Exchange Act.

Conduct of Business Prior to Effective Time. Each of Powin Energy AGE and Powin Corporation the Company hereby covenants and agrees as follows, from and after the date of this Agreement and until the Effective Time, except as otherwise expressly contemplated by this Agreement or as otherwise specifically consented to in writing by the other party: (a) It shall conduct its business in the ordinary and usual course of business and consistent with past practice;; AGE acknowledges that, prior to the Closing, the Company intends to pay as bonuses to certain individuals the proceeds from the Condor lawsuit. (b) It shall not (i) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, (ii) spin-off any assets or businesses, (iii) engage in any transaction for the purpose of effecting a recapitalization, or (iv) engage in any transaction or series of related transactions which has a similar effect to any of the foregoing; (c) It shall not issue, sell, pledge or dispose of, or agree to issue, sell, sell pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock or amend or modify the terms and conditions of any of the foregoing, provided, however that it (i) may issue shares upon exercise of outstanding options, warrants or stock purchase rights and (ii) (in the case of the Company) grant options, warrants and stock purchase rights, and issue shares upon exercises thereof, in accordance with past practices in numbers and exercise prices consistent therewith; (d) It shall not (i) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock, other than as required by the governing terms of such securities, (ii) take any action (either before or after the Effective Time) which would jeopardize the treatment of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code, (iii) take or fail to take any action which action or failure to take action would cause it or its stockholders (except to the extent that any stockholders receive cash in lieu of fractional shares) to recognize gain or loss for Tax federal income tax purposes as a result of the consummation of the Merger, (iiiiv) make any acquisition of any material assets (except in the ordinary course of business) or businesses, (ivv) sell any material assets (except in the ordinary course of business) or businesses, or (vvi) enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (e) It shall use reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it, and not engage in any action, directly or indirectly, with the intent to impact adversely the transactions contemplated by this Agreement;; and (f) It shall confer on a regular basis with one or more representatives of the other to report on material operational matters and the general status of ongoing operations; and (g) It shall file with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it pursuant to the Exchange Act.

Conduct of Business Prior to Effective Time. Each 6.1 Conduct of Powin Energy and Powin Corporation hereby covenants and agrees as follows, from and after Business of the Company. During the period commencing on the date of this Agreement hereof and continuing until the Effective Time, the Company agrees that the Company, except as specifically consented otherwise expressly contemplated by this Agreement or agreed to in writing by the other partyAcquiror: (a) It shall conduct will carry on its business only in the ordinary and usual course of business and consistent with past practice; (b) It shall will not (i) split, combine or reclassify its outstanding capital stock or declare, set aside declare or pay any dividend on or make any other distribution payable (however characterized) in cash, respect of shares of its capital stock, property or otherwise, (ii) spin-off any assets or businesses, (iii) engage in any transaction for the purpose of effecting a recapitalization, or (iv) engage in any transaction or series of related transactions which has a similar effect to any of the foregoing; (c) It shall will not, directly or indirectly, redeem or repurchase, or agree to redeem or repurchase, any shares of its capital stock except from employees; (d) will not amend its Certificate of Incorporation or By-Laws; (e) will not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares ofof its capital stock, or any options, warrants or other rights of any kind to acquire any shares of its capital stock of any class stock, or any debt or equity securities convertible into or exchangeable for such shares of its capital stock or amend or modify the terms and conditions of any of the foregoingstock; (df) It shall will not (i) redeemcombine, purchase, acquire split or offer to purchase or acquire otherwise reclassify any shares of its capital stock; (g) will not form a subsidiary; (h) will use its commercially reasonable best efforts to preserve intact its present business organization, other than as required by keep available the governing terms services of such securitiesits officers and key employees and preserve its relationships with clients and others having business dealings with it to the end that its goodwill and ongoing business shall not be materially impaired at the Effective Time; (i) will not (i) make any capital expenditures individually in excess of $5,000 or in the aggregate in excess of $25,000, (ii) take enter into any license, distribution, OEM, reseller, joint venture or fail to take any action which action or failure to take action would cause it or its stockholders (except to the extent that any stockholders receive cash in lieu of fractional shares) to recognize gain or loss for Tax purposes as a result of the consummation of the Mergerother similar agreement, (iii) make enter into or terminate any acquisition of lease of, or purchase or sell, any material assets or businessesreal property, (iv) sell enter into any material assets leases of personal property involving individually in excess of $5,000 annually or businessesin the aggregate in excess of $25,000 annually, (v) incur or guarantee any additional indebtedness for borrowed money except for that certain Multiple Advance Transaction Note executed by the Company in favor of the Acquiror and the Security Agreement by and between the Acquiror and the Company (the "Acquiror's Loan"), (vi) create or permit to become effective any security interest, mortgage, lien, charge or other encumbrance on its properties or assets except for the Acquiror's Loan, or (vii) enter into any contract, agreement, commitment or arrangement agreement to do any of the foregoing; (ej) It shall other than the grant of options to purchase Two Million Four Hundred Thirty Eight Thousand One Hundred Eighty Eight (2,438,188) shares of Common Stock, will not adopt or amend any Employee Benefit Plan for the benefit of its employees, or increase the salary or other compensation (including, without limitation, bonuses or severance compensation) payable or to become payable to its employees or accelerate, amend or change the period of exercisability or the vesting schedule of options granted under any stock option plan or agreements except as specifically required by the terms of such plans or agreements, or enter into any agreement to do any of the foregoing; (k) will not accelerate receivables or delay payables; (l) will promptly advise the Acquiror of the commencement of, or threat of (to the extent that such threat comes to the knowledge of the Company) any claim, action, suit, proceeding or investigation against, relating to or involving the Company or any of its directors, officers, employees, agents or consultants in connection with their businesses or the transactions contemplated hereby that could reasonably be expected to have a material adverse effect; (m) will use its commercially reasonable efforts to preserve intact its business organization maintain in full force and goodwill, keep available effect all insurance policies maintained by the services of its present officers and key employees, and preserve Company on the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it, and not engage in any action, directly or indirectly, with the intent to impact adversely the transactions contemplated by this Agreementdate hereof; (fn) It shall confer on a regular basis with one or more representatives will not enter into any agreement to dissolve, merge, consolidate or, except in the ordinary course, sell any material assets of the Company, or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership or other business organization or division, or otherwise acquire or agree to report on material operational matters and acquire any assets in excess of $5,000 in the general status of ongoing operationsaggregate; and (go) It shall file with will not change the SEC all forms, statements, reports Company's method of accounting and documents (including all exhibits, amendments and supplements thereto) required to be filed by it pursuant to will not make any Tax elections that would adversely affect Acquiror or its subsidiaries without the Exchange Actconsent of Acquiror.

Conduct of Business Prior to Effective Time. Each of Powin Energy Star Maritime and Powin Corporation Star Bulk, as applicable, hereby covenants and agrees as follows, from and after the date of this Agreement and until the Effective Time, except as specifically consented to in writing by the other party: (a) It shall conduct its business in the ordinary and usual course of business and consistent with past practice; (b) It shall not (i) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, (ii) spin-off any assets or businesses, (iii) engage in any transaction for the purpose of effecting a recapitalization, or (iv) engage in any transaction or series of related transactions which has a similar effect to any of the foregoing; (c) It shall not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock or amend or modify the terms and conditions of any of the foregoing, provided, however, that it may issue shares upon exercise of outstanding options, warrants or stock purchase rights; (d) It shall not (i) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock, other than as required by the governing terms of such securities, (ii) take or fail to take any action which action or failure to take action would cause it or its stockholders (except to the extent that any stockholders receive cash in lieu of fractional shares) to recognize gain or loss for Tax purposes as a result of the consummation of the Merger, (iii) make any acquisition of any material assets (except in the ordinary course of business) or businesses, (iv) sell any material assets (except in the ordinary course of business) or businesses, or (v) enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (e) It shall use reasonable efforts to preserve intact its business organization and goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, and others having business relationships with it, and not engage in any action, directly or indirectly, with the intent to impact adversely the transactions contemplated by this Agreement; (f) It shall confer on a regular basis with one or more representatives of the other to report on material operational matters and the general status of ongoing operations; and (g) It shall file with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it pursuant to the Exchange Act.