Common use of Conduct of Business Clause in Contracts

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this ------------------- Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Target (which for the purposes of this Article IV shall include the Company Target and each of its subsidiaries) and Parent Acquiror (which for the purposes of this Article IV shall include Parent Acquiror and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Target as provided in Article IV of the Company Target Schedules and in the case of Parent Acquiror as provided in Article IV of the Parent Acquiror Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and to use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, each of Target and Acquiror will promptly notify the other of any material event involving its business or operations, except (i) where prohibited by applicable law or contracts existing as of the date of this Agreement; provided that Target or Acquiror, as the case may be, shall -------- use its best efforts to have such prohibition removed promptly following such material event. In addition, except as permitted by the terms of this Agreement and except in the case of the Company Target as provided in Article IV of the Company Target Schedules, (ii) and except in the case of Parent Acquiror as provided in Article IV of the Parent Acquiror Schedules, or (iii) as required by this Agreement, without the prior written consent of the other (which consent shall will not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the otherwithheld), neither the Company Target nor Parent Acquiror shall do any of the following, and neither the Company Target nor Parent Acquiror shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Individual (which for the purposes of this Article IV 4 shall include the Company Individual and each of its subsidiaries) and Parent Desktop (which for the purposes of this Article IV 4 shall include Parent Desktop and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Individual as provided in Article IV 4 of the Company Schedules Individual Disclosure Schedule and in the case of Parent Desktop as provided in Article IV 4 of the Parent SchedulesDesktop Disclosure Schedule, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsconducted, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, Individual and Desktop agree to confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In particular, but without limiting the applicability of the foregoing sentence, Desktop and Individual shall use all reasonable efforts, within 30 days after the date hereof, to agree on (i) mutual capital expenditure budgets covering the period prior to the Effective Date and (ii) an employee retention plan which will include provision for severance for any employees whose jobs may be terminated as a result of the Merger. In addition, except (i) in the case of the Company Individual as provided in Article IV 4 of the Company Schedules, (ii) Individual Disclosure Schedule and in the case of Parent Desktop as provided in Article IV 4 of the Parent Schedules, or (iii) as required by this AgreementDesktop Disclosure Schedule, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Individual nor Parent Desktop shall do any of the following, and neither the Company Individual nor Parent Desktop shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this Agreement and continuing hereof to the Closing (and, following the Closing, with respect to any Disputed MCE System that is not a Buyer Managed MCE System, until the earlier expiration of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeMCE Period), except (i) as required otherwise expressly contemplated by this Agreement, as set forth on Schedule 5.2 of the Seller Disclosure Schedule or as Buyer otherwise agrees in writing in advance, Seller shall (iix) conduct, and shall cause its Affiliates to conduct, each Specified Business in the case of the Company as provided in Article IV of the Company Schedules Ordinary Course and in the case of Parent as provided in Article IV of the Parent Schedulesaccordance with applicable material Laws (including, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts Section 5.2(s), completing line extensions, placing conduit or taxescable in new developments, to pay or perform other material obligations when due subject to good faith disputes over such obligationsfulfilling installation requests and work on existing and planned construction projects), and (y) use its commercially reasonable efforts consistent with past practices and policies to preserve intact each Specified Business and its present business organization, keep available the services of relationship with its present officers and employees and preserve its relationships with customers, suppliers, distributorscreditors and employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business) and (z) use its commercially reasonable efforts to perform and honor all of its post-petition obligations under any Contract as they become due and otherwise discharge and satisfy all Liabilities thereunder as and when they become due. During the period from the date hereof to the Closing (and, licensorsfollowing the Closing, licensees and others with which it has business dealings. In additionrespect to any Disputed MCE System that is not a Buyer Managed MCE System, until the expiration of the MCE Period), except as otherwise contemplated by this Agreement or any Ancillary Agreement or as Buyer shall otherwise consent (iprovided, that Buyer shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Seller’s written request for such response) or as set forth in the case applicable sections of Schedule 5.2 of the Company as provided in Article IV of the Company SchedulesSeller Disclosure Schedule, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingSeller shall, and neither the Company nor Parent shall permit cause each of its subsidiaries Affiliates to, with respect to do any of the followingeach Specified Business:

Conduct of Business. During the period from (a) From the date of this Agreement and continuing hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its the terms or the Effective Timehereof, the Company (which A) except for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, events or circumstances described in clauses (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) of Section 4.11, and (B) except to the extent that Buyer otherwise consents in writing, Seller shall cause each of the other party shall otherwise consent Company and the Subsidiaries to use commercially reasonable efforts to (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the i) conduct its business of Parent or Company, as applicable, in the ordinary coursecourse of business, as a standalone entity if including not declaring any dividends or making distributions with respect to the Merger were not consummatedCompany other than any dividends or distributions of available cash prior to or at Closing; (ii) preserve intact its present organization; (iii) maintain in writingeffect all material licenses, approvals, qualifications, registrations and authorizations necessary to carry on its business as currently conducted; and (iv) preserve existing relationships with its employees, customers, suppliers and others having material business relationships with it; provided, however, that, notwithstanding anything to the contrary in this Agreement, Seller shall not be obligated (nor shall Seller be obligated to cause or permit the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, Company or any Subsidiary to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, be obligated) to pay or perform provide any compensation or service to or at the direction of a Governmental Authority or other material obligations when due subject Person or otherwise incur any obligation to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies a Governmental Authority or other Person in order to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, satisfy clauses (ii) in the case of Parent as provided in Article IV of the Parent Schedules), or (iii) or (iv) above (other than (x) as required by may be specifically set forth in the licenses, approvals, qualifications, registrations and authorizations at issue, (y) the payment of routine filing fees and (z) the payment of compensation and provision of services to employees, customers, suppliers and others having material business relationships with the Company and the Subsidiaries pursuant to the terms of such employees’ employment and the contractual relationship between the Company or any Subsidiary and such customers, suppliers and others); provided, further, however, that notwithstanding anything to the contrary in this Agreement, without the consent of Buyer, Seller shall, prior to Closing, cause Con Edison Communications, Inc. and/ or CEC Holding Member, Inc. to be merged into the Company or into the other and no breach of this Agreement, including any representation or warranty of Seller set forth herein, shall occur as a result thereof. During the Interim Period, the Company and the Subsidiaries shall obtain Buyer’s prior written consent (which consent shall not be unreasonably withheld withheld, delayed or delayed conditioned) before entering into (i) during the period from the date hereof through and including February 28, 2006, any Capital Expenditure Commitment that, when aggregated with regard all other Capital Expenditure Commitments entered into during such period, would require the Company or any Subsidiary to actions that make Capital Expenditures in excess of $2,275,000 or (ii) during any calendar month thereafter, any Capital Expenditure Commitment that, when aggregated with all other Capital Expenditure Commitments entered into during such calendar month, would be reasonably necessary carry on require the business Company or any Subsidiary to make Capital Expenditures in excess of Parent the Capital Expenditure Commitment Budget for such calendar month. Notwithstanding the foregoing or Companyanything to the contrary set forth in this Agreement, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of Company and the otherSubsidiaries are required to obtain Buyer’s prior written consent for any Capital Expenditure Commitment but Buyer does provide its prior written consent to such Capital Expenditure Commitment, neither the Company nor Parent shall do any and the Subsidiaries may, nevertheless, enter into such Capital Expenditure Commitment so long as Seller first executes and delivers to Buyer a written agreement obligating Seller to cause the Capital Expenditures required by the Capital Expenditure Commitment at issue to be paid (or to reimburse Buyer for Buyer’s payment of the following, same) when and neither the Company nor Parent shall permit its subsidiaries to do any of the following:as such payment(s) become due.

Conduct of Business. During (a) The Company shall, and the period from Company shall cause each of the date of Subsidiaries to, except as otherwise expressly contemplated by this Agreement and continuing until the earlier of the termination of this Agreement pursuant or as specifically consented to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required in writing by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on delayed), from and after the business date of Parent or Companythis Agreement until the Closing Date, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with use all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganization intact, keep available the services of its present officers and employees and employees, preserve its present relationships with customersPersons having business dealings with such Company or Subsidiary, suppliersoperate its business in the ordinary and regular course consistent with its prior practices (including the payment of trade payables and the collection of accounts receivables), distributorsmaintain its books and records in accordance with good business practice, licensorson a basis consistent with prior practice and in accordance with GAAP, licensees and others with maintain all Insurance, certificates and Licenses and Permits necessary for the conduct of its business, as currently conducted and as proposed by the Company to be conducted; provided, however, that nothing in this Section 6.1 shall require the Company or any of its Subsidiaries to make any payment or incur any obligation which it has business dealings. In addition, except (i) is not in the case ordinary course of the Company as provided in Article IV of the Company Schedules, business or (ii) is inconsistent with its existing policies and practices or this Agreement. (b) During the period from and after the date of this Agreement until the Closing Date, except as otherwise expressly contemplated by this Agreement or set forth in Schedule 6.1 annexed hereto or as otherwise consented to by the case of Parent as provided in Article IV writing, the Company shall not, and the Company shall cause each of the Parent SchedulesSubsidiaries not to: (i) declare, set aside or pay any dividend or other distribution in respect of its capital stock or redeem, purchase or acquire any shares of its capital stock (other than cashless exercises of stock options by employees or directors); (ii) issue any of its capital stock, stock options or rights requiring it to sell or issue any of its capital stock or securities, except for the issuance of Shares upon exercise of outstanding options or stock purchase rights under the Option Plans and the Stock Purchase Plan; (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:amend A-24

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or valid termination of this Agreement pursuant to its terms or Article X (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this AgreementAgreement or the Ancillary Agreements, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by Law (including Pandemic Measures), or (iii) as consented to the extent that the other party shall otherwise consent by OmniLit in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on denied), operate the business of Parent or Company, as applicable, the Company in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, past practice and use its commercially reasonable efforts consistent with past practices and policies to (A) preserve intact the current business organization and ongoing businesses of the Company and its present Subsidiaries, (B) maintain the existing material business organizationrelations of the Company and its Subsidiaries, and (C) keep available the services of its their present officers and employees other key employees; provided, that, notwithstanding anything to the contrary in this Agreement, the Company and preserve its relationships Subsidiaries may take any Pandemic Response Measures; provided further, that the Company shall, to the extent practicable, inform OmniLit of any such actions prior to the taking thereof and shall consider in good faith any suggestions or modifications from OmniLit with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingsrespect thereto. In additionWithout limiting the generality of the foregoing, except (i) in the case as set forth on Section 6.1 of the Company Disclosure Letter or as provided consented to by OmniLit in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateddenied) of the other, neither the Company nor Parent shall do any of the followingnot, and neither shall cause its Subsidiaries not to, except as required by this Agreement or the Company nor Parent shall permit its subsidiaries to do Ancillary Agreements or required by Law (including Pandemic Measures) or in connection with any of the followingPandemic Response Measures:

Conduct of Business. During the period from (a) From the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or and the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as prohibited or required by this AgreementApplicable Law (including any COVID-19 Measures), (ii) as set forth in the case Section 5.01(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV Disclosure Letter or Section 5.01(a) of the Parent SchedulesDisclosure Letter (as applicable), or (iii) to as otherwise required or expressly contemplated by this Agreement or (iv) with the extent that prior written consent of the other party shall otherwise consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard delayed), each of the Company and Parent shall, and shall cause each of its Subsidiaries to, (A) use reasonable best efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course of business consistent with past practices and policies practice, (B) use its reasonable best efforts to preserve intact its present business organizationorganization and material business relationships (including with its suppliers, customers and Governmental Entities) and keep available the services of its present current officers and employees key employees, (C) use its reasonable best efforts to keep in effect all material insurance policies in coverage amounts substantially similar to those in effect on the date of this Agreement, and preserve (D) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of the Company or Parent to perform its relationships covenants and agreements under this Agreement or to consummate the transactions contemplated hereby; provided, however, that no action or failure to take action with customersrespect to matters specifically addressed by any of the provisions of Section 5.01(b), supplierswith respect to the Company, distributorsor Section 5.01(c) with respect to Parent, licensorsshall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of such Section; provided, licensees and others with which it has business dealings. In additionfurther, except (i) however, in the case of clause (i), the Company or any of its Subsidiaries may, in connection with COVID-19 or any COVID-19 Measures, take such actions as provided in Article IV are reasonably necessary or advisable and, where applicable, consistent with past practice to (1) protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company Schedulesor any of its Subsidiaries or (2) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures; provided that for purposes of the immediately preceding proviso (other than clause (1) thereof), subject to prior consultation with Parent (ii) in or if prior consultation is not reasonably practicable, so long as the case Company promptly notifies Parent of such actions and considers the reasonable requests of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard respect to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:such acts).

Conduct of Business. During Except as otherwise (v) required by Law, (w) disclosed in the Attached Disclosure Statement, but only to the extent that the relevance of such disclosure to these covenants is reasonably apparent on its face, (x) required by this Agreement or the Plan, (y) necessary to implement the VIHI Restructuring or (z) consented to in writing by Requisite Investors (such consent not to be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until to the earlier of the termination Effective Date and the date on which this Agreement is terminated in accordance with its terms (the “Pre-Closing Period”) (except as otherwise expressly provided or permitted by the terms of this Agreement pursuant to its terms or Agreement, including the Effective TimeDisclosure Letter), the Company (which for the purposes of this Article IV and its Subsidiaries shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary use their respective commercially reasonable best efforts to carry on the business of Parent or Company, as applicable, their businesses in the usual, regular and ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, course in substantially the same manner as heretofore conducted and in compliance at the date of this Agreement, but only to the extent consistent with all applicable laws and regulationsthe Business Plan, and, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe extent consistent therewith, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present their current business organizationorganizations, (ii) keep available the services of its present their current officers and employees and (iii) preserve its their relationships with material customers, suppliers, distributors, licensors, licensees distributors and others having material business dealings with which it has business dealingsthe Company or its Subsidiaries or Joint Ventures, in each case consistent with past practice as conducted prior to the date of this Agreement. In additionWithout limiting the generality of the foregoing, except (i) as set forth in the case of the Company Disclosure Letter, as otherwise expressly provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required permitted by this Agreement, or as otherwise required by Law (including, for the avoidance of doubt, any Law relating to fiduciary duties), during the Pre-Closing Period, the Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of Requisite Investors (which consent shall not to be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:conditioned):

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the SXE Disclosure Schedule, (iii) as required by applicable Law, or (iv) as consented to in writing (including by e-mail) by AMID (which consent shall not be unreasonably withheld, delayed or conditioned) (or deemed consented to by AMID as provided in the last sentence of this Section 5.2(a)), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV SXE shall, and shall include the Company and cause each of its subsidiariesSubsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice and Parent (which for ii) use commercially reasonable efforts to (A) preserve intact its business organization and assets; (B) keep available the purposes of this Article IV shall include Parent and each services of its subsidiariescurrent officers and key employees; (C) agreekeep in full force and effect all material SXE Permits; and (D) comply in material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 5.2(a) of the Company SXE Disclosure Schedule, (iii) as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by applicable Law, or (iiiiv) as consented to the extent that the other party shall otherwise consent in writing (including by e-mail) by AMID (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned) (or deemed consented to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company by AMID as provided in Article IV the last sentence of this Section 5.2(a)), during the Company Schedulesperiod from the date of this Agreement to the Effective Time, (ii) in the case of Parent as provided in Article IV of the Parent SchedulesSXE shall not, or (iii) as required by this Agreement, without the prior written consent (which consent and shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During (a) Seller agrees that, during the period from the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this in accordance with Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeVII, except as (i) required by applicable Law, including as required by this Agreementany formal guidance, proclamations or directives issued by any Governmental Entity in response to a Contagion Event, (ii) set forth in the case Section 5.1(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesSeller Disclosure Letter, or (iii) expressly contemplated by this Agreement or necessary to complete the extent that transactions contemplated hereby or by the other party shall otherwise consent Ancillary Agreements or (iv) consented to by Buyer in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), (A) Seller shall conduct, and shall cause the Acquired Companies and Asset Sellers to actions that would be reasonably necessary to carry on conduct, the FSS Business and the business of Parent or Company, as applicable, the Acquired Companies in the ordinary coursecourse of business consistent with past practice, as a standalone entity if (B) to the Merger were not consummated) in writingextent consistent with clause (A), to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve substantially intact the FSS Business and maintain its present existing relations and goodwill with policyholders, contractholders, beneficiaries, customers, Insurance Producers, Mutual Fund Organizations, reinsurers, Governmental Entities, employees and others having business organizationrelations with the FSS Business and (C) Seller shall not, keep available the services and shall cause its applicable Affiliates not to (it being understood that no act or omission by Seller or any of its present officers and employees and preserve its relationships Affiliates with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except respect to the matters specifically addressed by any provision of this clause (iC) in the case shall be deemed to be a breach of the Company as provided in Article IV of the Company Schedules, clause (iiA) in the case of Parent as provided in Article IV of the Parent Schedules, or clause (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:B)):

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the ETP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any ETP Material Contract in effect as of the date of this Agreement (including the ETP Partnership Agreement) or (v) as agreed in writing by SXL (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV ETP shall, and shall include the Company and cause each of its subsidiaries) Subsidiaries and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this AgreementETP Joint Ventures to, (iiA) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct its business in the ordinary coursecourse of business consistent with past practice, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (B) use its commercially reasonable efforts consistent with past practices to maintain and policies to preserve intact its present business organization, keep available organization and the goodwill of those having business relationships with it and retain the services of its present officers and employees key employees, (C) use commercially reasonable efforts to keep in full force and preserve effect all material ETP Permits and all material insurance policies maintained by ETP, its relationships Subsidiaries and the ETP Joint Ventures, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with customers, suppliers, distributors, licensors, licensees all applicable Laws and others with which it has business dealingsthe requirements of all ETP Material Contracts. In additionWithout limiting the generality of the foregoing, except (i1) as expressly permitted by this Agreement, (2) as set forth in the corresponding provision of Section 5.2(a) of the ETP Disclosure Schedule, (3) as required by applicable Law, (4) as required by any ETP Material Contract in effect as of the date of this Agreement (including the ETP Partnership Agreement) or (5) as agreed in writing by SXL (in the case of the Company as provided in Article IV of the Company Schedulesclauses (iii), (iiiv), (v), (vi), (vii), (xi), (xii), (xiii) and (xv) below (but, with respect to (xv), only to the extent applicable to the other clauses designated in the case of Parent as provided in Article IV of the Parent Schedulesthis Section 5.2(a)(v), or (iii) as required by this Agreement, without the prior written consent (which such consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned)), during the period from the date of this Agreement to actions that would be reasonably necessary carry on the business of Parent or CompanyEffective Time, as applicableETP shall not, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do permit any of its Subsidiaries and the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingETP Joint Ventures to:

Conduct of Business. During (a) Except (i) as required by applicable Law or Judgment, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) to the extent reasonably undertaken in connection with any COVID-19 Measures, (iv) subject to Section 5.01(b)(xxi) and solely to the extent and for so long as the Company’s Cash on Hand (including, for the avoidance of doubt, any amounts held pursuant to escrow arrangements or in the Segregated Account) shall be less than an amount equal to the then in effect Minimum Cash Amount plus $500,000, in connection with any preparatory work required for seeking relief under the United States Bankruptcy Code, solely to the extent the Special Committee has determined in good faith, after consultation with, and taking into account the advice of, its financial advisor and outside legal counsel, that the failure to conduct such preparatory work would be inconsistent with the directors’ fiduciary duties under applicable Laws, and which preparatory work shall take into account any such previously prepared preparatory work in order to minimize cost (“Bankruptcy Preparatory Work”) or (v) as described in Schedule 5.01(a) of the Company Disclosure Letter, in each case, during the period from the date of this Agreement and continuing until the Effective Time (or such earlier of the termination of date on which this Agreement is validly terminated pursuant to its terms Section 7.01), unless Parent otherwise expressly consents in writing (such consent not to be unreasonably withheld, conditioned or the Effective Timedelayed), the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) Subsidiaries to, use its and Parent their commercially reasonable efforts (which for taking into consideration the purposes of this Article IV shall include Parent financial condition and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case cash runway of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iiiCompany) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatedx) in writing, to carry on its business in all material respects in the ordinary course, in substantially the same manner as heretofore conducted course of business and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (y) preserve intact in all material respects its present business organization, keep available the services and each of its present officers Subsidiaries’ business organizations and employees and preserve its relationships existing relations with key customers, suppliers, distributors, licensors, licensees suppliers and others other Persons with which it has whom the Company or its Subsidiaries have significant business dealings. In addition, except (i) in relationships and the case goodwill and reputation of the Company’s and its Subsidiaries’ respective businesses; provided, however, that no action by the Company as provided in Article IV or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 5.01(b) shall be deemed a breach of this Section 5.01(a) unless such action would constitute a breach of Section 5.01(b); provided, further, that any effect resulting from the Company’s public announcement of its consideration of a potential filing of a voluntary petition for relief under Chapter 7 of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent United States Bankruptcy Code shall not be unreasonably withheld deemed to constitute, or delayed with regard to actions that would be reasonably necessary carry on the business taken into account in determining whether there has been, a breach of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:this Section 5.01(a).

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case required by applicable Law, set forth on Section 7.01 of the Company as provided Disclosure Letter or consented to in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydenied), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on operate its business in the ordinary course of business (provided that any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 or COVID-19 Measures shall be deemed to be in the ordinary course, in substantially the same manner as heretofore conducted ) and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts to (a) continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses and establish reserves for uncollectible accounts in accordance with past custom and practice, and (b) generally seek to enhance or maintain consistent with the Company’s past practices practice assets, properties, goodwill and policies to preserve intact its present business organization, keep available the services relationships of its present officers and employees and preserve its relationships with customerscarriers, suppliers, distributorsvendors and customers, licensorsin each case, licensees having business relationships with the Company or any of its Subsidiaries that are material to the Company and others with which it has business dealingsits Subsidiaries, taken as a whole. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedulesrequired by Law, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without as set forth on Section 7.01 of the prior written consent Company Disclosure Letter or as consented to in writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydenied, as applicableexcept, in the ordinary coursecase of clause (a) and (b) below, as a standalone entity if the Merger were not consummated) of the otherto which Acquiror’s consent may be granted or withheld in its sole discretion), neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the MLP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (v) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV MLP shall, and shall include the Company and cause each of its subsidiariesSubsidiaries and the MLP Joint Ventures to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and Parent (which for preserve intact its business organization and the purposes goodwill of this Article IV shall include Parent those having business relationships with it and each retain the services of its subsidiariespresent officers and key employees, (C) agreeuse commercially reasonable efforts to keep in full force and effect all material insurance policies maintained by MLP, its Subsidiaries and the MLP Joint Ventures, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all MLP Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 5.2(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesMLP Disclosure Schedule, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by applicable Law, (iv) as required by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (iv) as agreed in writing by Parent (in the case of clauses (iii), without (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv) and (xv) below (but, with respect to (xv), only to the prior written consent (which extent applicable to the other clauses designated in this Section 5.2(a)(iv)), such consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), during the period from the date of this Agreement to actions that would be reasonably necessary carry on the business of Parent or CompanyEffective Time, as applicableMLP shall not, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do permit any of its Subsidiaries and the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingMLP Joint Ventures to:

Conduct of Business. During the period from (a) From and after the date of this Agreement and continuing hereof until the earlier of the termination of Effective Time or the date, if any, on which this Agreement is terminated pursuant to its terms or Section 7.1 (the Effective Time“Termination Date”), the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as may be required by this Agreementapplicable Law, (ii) with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), (iii) as may be expressly contemplated or required by this Agreement or the OpCo Spin-Off Agreements or (iv) as set forth in Section 5.1(a) of the Company Disclosure Letter, the Company covenants and agrees that it shall use commercially reasonable efforts to conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business, and shall use commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Company Permits; provided that the Company and its Subsidiaries shall be restricted pursuant to Section 5.1(a) or Section 5.1(b) with respect to the OpCo Business, OpCo Assets or OpCo Liabilities solely to the extent that an action set forth below taken (in the case of the Company as provided in Article IV of the Company Schedules and negative covenants) or not taken (in the case of affirmative covenants) by the Company or its Subsidiaries with respect to the OpCo Business, OpCo Assets or OpCo Liabilities would reasonably be expected to adversely affect PropCo or the Pinnacle Business (as such term is defined in the Separation and Distribution Agreement) or Parent as provided the owner and operator thereof following the Effective Time, in Article IV each case in any material respect, or would reasonably be expected to prevent, impede or materially delay the consummation of the Parent Schedulestransactions contemplated by this Agreement or the OpCo Spin-Off Agreements; provided, or (iii) to the extent further, that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of no action by the Company as provided in Article IV or its Subsidiaries with respect to matters specifically addressed by any provision of the Company Schedules, (iiSection 5.1(b) in the case shall be deemed a breach of Parent as provided in Article IV this sentence unless such action would constitute a breach of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:such other provision.

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except as (ia) expressly contemplated by this Agreement or the other Transaction Agreements, (b) required by applicable Law (including as required by this Agreementany COVID-19 Measures), (iic) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesset forth on Schedule 7.01, or (iiid) consented to the extent that the other party shall otherwise consent in writing by Buyer (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19 or other reasonable measures or reasonable measures following the same manner as heretofore conducted declaration of another epidemic, pandemic, or health emergency) and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with to continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in the ordinary course of business (including, for the avoidance of doubt, recent past practices and policies practice in light of COVID-19). Notwithstanding anything to preserve intact its present business organizationthe contrary herein, keep available nothing herein shall prevent the services Company or any of its present officers Subsidiaries, following good faith consultation with Buyer, from taking or failing to take any action in good faith, including the establishment of any policy, procedure or protocol, reasonably necessary or appropriate to comply with any COVID-19 Measures or similar requirements and employees (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings(z) no such actions or failure to take such actions shall serve as a basis for Buyer to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required contemplated by this Agreement, without the prior written consent as set forth on Schedule 7.01, as consented to by Buyer in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Click2learn (which for the purposes of this Article IV shall include the Company Click2learn and each of its subsidiariesSubsidiaries) and Parent Docent (which for the purposes of this Article IV shall include Parent Docent and each of its subsidiariesSubsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Click2learn as provided in Article IV of the Company Click2learn Schedules and in the case of Parent Docent as provided in Article IV of the Parent Docent Schedules, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary in writing, to carry on the its business of Parent or Company, as applicable, diligently and in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, accordance with good commercial practice and to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company Click2learn as provided in Article IV of the Company Schedules, (ii) Click2learn Schedules and in the case of Parent Docent as provided in Article IV of the Parent Docent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Click2learn nor Parent Docent shall do any of the following, and neither the Company Click2learn nor Parent Docent shall permit its subsidiaries Subsidiaries to do any of the following:

Conduct of Business. During (a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Partnership and Parent (which for the purposes of this Article IV General Partner shall, and shall include Parent and cause each of their respective Subsidiaries to: (A) conduct its subsidiariesbusiness in the ordinary course of business consistent with past practice, provided, that this Section 6.2(a)(iv)(A) agreeshall not prohibit the Partnership and the other Group Members from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (x) changes or developments resulting or arising from the COVID-19 pandemic or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice; (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any; (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Group Members, other than changes to such policies made in the ordinary course of business; and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) with respect to clause (iv) below, as provided in Article IV any Partnership Material Contract in effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent SchedulesPartnership Agreement), or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicable, in the ordinary course, as a standalone entity if Partnership and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsGeneral Partner shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier such time as Merger Sub's designees shall constitute a majority of the termination Board of this Agreement pursuant to its terms or Directors of the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeCompany, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, otherwise contemplated hereby or (iii) to the extent that the other party Purchaser shall otherwise consent (which consent in writing, the Company shall, and shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to cause its Subsidiaries to, carry on the business of Parent or Company, as applicable, their respective businesses in the ordinary course, as a standalone entity if course consistent with the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsand, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe extent consistent therewith, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present their current business organization, keep available the services of its present their current officers and employees and preserve its their relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having significant business dealings with which it has business dealingsthem. In additionWithout limiting the generality of the foregoing, during the period from the date of this Agreement until such time as Merger Sub's designees shall constitute a majority of the Board of Directors of the Company, except as expressly contemplated or permitted by this Agreement or the Disclosure Letter, or to the extent that Purchaser shall otherwise consent in writing, the Company shall (ia) use its commercially reasonable efforts to operate and maintain its business in all material respects only in the case usual, regular and ordinary manner consistent with past practice (including undertaking scheduled or necessary "turnarounds" or other maintenance work and including offsite storage, treatment and disposal of chemical substances generated prior to such time as Merger Sub's designees shall constitute a majority of the Company as provided in Article IV Board of Directors of the Company SchedulesCompany) and, (ii) to the extent consistent with such operation and maintenance, use commercially reasonable efforts to preserve the present business organization of its business intact, keep available the services of, and good relations with, the present employees and preserve present relationships with all persons having business dealings with its business, except in each case for such matters that, individually and in the case of Parent aggregate, do not and are not reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as provided in Article IV of a whole and (b) except to the Parent Schedules, or (iii) as extent required by clause (a) of this AgreementSection 6.1, without the prior written consent (which consent Company shall not, and shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During the period from the date of this ------------------- Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company MCS (which for the purposes of this Article IV shall include the Company MCS and each of its subsidiaries) and Parent NetIQ (which for the purposes of this Article IV shall include Parent NetIQ and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company MCS as provided in Article IV of the Company MCS Schedules and in the case of Parent NetIQ as provided in Article IV of the Parent NetIQ Schedules, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary in writing, to carry on the its business of Parent or Company, as applicable, diligently and in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, accordance with good commercial practice and to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, MCS and NetIQ agree to confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In addition, except (i) in the case of the Company MCS as provided in Article IV of the Company MCS Schedules, ; (ii) in the case of Parent NetIQ as provided in Article IV of the Parent NetIQ Schedules, or ; and (iii) as required in connection with the transactions contemplated by this Agreementthe LOI, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company MCS nor Parent NetIQ shall do any of the following, and neither the Company MCS nor Parent NetIQ shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date and the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company shall, and shall cause its Subsidiaries to (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeor, except (i) as required by this Agreement, (ii) in the case of the Company as provided JV, shall use its reasonable best efforts through its participation in Article IV the management and control of the Company Schedules JV and exercise of its rights under the JV Agreement to cause the JV to), except as expressly contemplated by this Agreement or as consented to by Acquiror in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (i) use commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices and policies practice, to preserve intact its the goodwill and present business organizationrelationships (contractual or otherwise) with all customers, suppliers and others having material business relationships with it and to keep available the services of its present current officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses, establish reserves for uncollectible accounts and manage inventory in accordance with past custom and practice. Without limiting the case of Parent as provided in Article IV generality of the Parent Schedulesforegoing, except as set forth on Schedule 6.01 or (iii) as required consented to by this Agreement, without the prior written consent Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), the Company shall not, and the Company shall cause its Subsidiaries not to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable(or, in the ordinary course, as a standalone entity if the Merger were not consummated) case of the otherJV, neither shall use its reasonable best efforts through its participation in the Company nor Parent shall do any management and control of the followingJV and exercise of its rights under the JV Agreement to cause the JV not to), and neither during the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During Except as expressly set forth in this Agreement, the Definitive Documents or with the prior written consent of the Required Backstop Parties (not to be unreasonably withheld or delayed and taking into account the pendency of the Chapter 11 Cases), during the period from the date of this Agreement and continuing until to the earlier of the termination of Effective Date and the date on which this Agreement pursuant to is terminated in accordance with its terms or the Effective Timeterms, (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or CompanyCompany Parties to, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its commercially reasonable efforts consistent with past practices and policies to to: (i) preserve intact its present current business organizationand business organizations in all material respects, keep available the services of its present officers and employees and (ii) preserve its material relationships with customers, sales representatives, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with which it has any of the Company Parties in connection with their business, (iii) file or post Company Information within the time periods required under the Exchange Act, or reasonably promptly thereafter, in each case in accordance with ordinary course practices, (iv) maintain its physical assets, properties and facilities in all material respects in their current working order, condition and repair as of the date hereof, ordinary wear and tear excepted, (v) operate its businesses in compliance with all applicable laws, rules and regulations in all material respects, and (vi) maintain all insurance policies, or suitable replacements therefor, in full force and effect through the close of business dealings. In additionon the Effective Date in all material respects, except and (b) the Company shall not: (i) sell, license to any Person, transfer, assign, abandon, subject to a security interest, or allow to lapse or expire any material Intellectual Property (other than expiration of any issued or registered Intellectual Property at the end of its respective maximum statutory term), or (ii) enter into any transaction that is material to the Company Parties’ business other than (A) transactions in the case ordinary course of business that are consistent with prior business practices of the Company as provided in Article IV Parties, and (B) transactions expressly contemplated by the RSA and the Plan. For the avoidance of doubt and without limiting the generality of the foregoing, the following shall be deemed to occur outside of the ordinary course of business of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without Parties and shall require the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the otherRequired Backstop Parties unless the same would otherwise be permissible under the RSA, neither the Company nor Parent shall do any of Plan or this Agreement (including the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:preceding clause (A) or (B)):

Conduct of Business. During A. Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the time Parent's designees are elected as directors of the Company pursuant to its terms Section 1.3, unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld, delayed, or the Effective Timeconditioned, the Company shall, unless expressly authorized to do otherwise pursuant to paragraphs (which for a) through (o) below, in all material respects conduct its business and shall cause the purposes businesses of this Article IV its subsidiaries to be conducted only in the ordinary course of business consistent with past practice, and the Company shall include use reasonable commercial efforts to preserve substantially intact the business organization of the Company and each of its subsidiaries) , to keep available the services of the present officers, employees and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case consultants of the Company as provided in Article IV and its subsidiaries and to preserve the present relationships of the Company Schedules and in its subsidiaries with customers, suppliers and other persons with which the case Company or any of Parent its subsidiaries has a significant business relations. Without limiting the foregoing, except as provided in Article IV contemplated by this Agreement or as set forth on Section 5.1 of the Parent SchedulesCompany Disclosure Schedule, neither the Company nor any of its subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the time Parent's designees are elected as directors of the Company pursuant to Section 1.3, directly or indirectly do, or (iii) propose to do, any of the extent that following without the other party shall otherwise prior written consent (of Parent, which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Cybex (which for the purposes of this Article IV shall include the Company Cybex and each of its subsidiaries) and Parent Apex (which for the purposes of this Article IV shall include Parent Apex and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Cybex as provided in Article IV of the Company Cybex Schedules and in the case of Parent Apex as provided in Article IV of the Parent Apex Schedules, or (iiiii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary in writing, to carry on the its business of Parent or Company, as applicable, diligently and in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, accordance with good commercial practice and to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In furtherance of the foregoing and subject to applicable law, Cybex and Apex agree to confer, as promptly as practicable, prior to taking any material actions or making any material management decisions with respect to the conduct of business. In addition, except (i) in the case of the Company Cybex as provided in Article IV of the Company Schedules, (ii) Cybex Schedules and in the case of Parent Apex as provided in Article IV of the Parent Apex Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Cybex nor Parent Apex shall do any of the following, and neither the Company Cybex nor Parent Apex shall permit its subsidiaries to do any of the following:

Conduct of Business. During the period from the date of this Agreement and continuing hereof to the Closing (and, following the Closing, with respect to any Disputed MCE System that is not a Buyer Managed MCE System, until the earlier expiration of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeMCE Period), except (i) as required otherwise expressly contemplated by this Agreement, as set forth on Schedule 5.2 of the Seller Disclosure Schedule or as Buyer otherwise agrees in writing in advance, Seller shall (iix) conduct, and shall cause its Affiliates to conduct, each Specified Business in the case of the Company as provided in Article IV of the Company Schedules Ordinary Course and in the case of Parent as provided in Article IV of the Parent Schedulesaccordance with applicable material Laws (including, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts Section 5.2(s), completing line extensions, placing conduit or taxescable in new developments, to pay or perform other material obligations when due subject to good faith disputes over such obligationsfulfilling installation requests and work on existing and planned construction projects), and (y) use its commercially reasonable efforts consistent with past practices and policies to preserve intact each Specified Business and its present business organization, keep available the services of relationship with its present officers and employees and preserve its relationships with customers, suppliers, distributorscreditors and employees (it being understood that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business) and (z) use its commercially reasonable efforts to perform and honor all of its post-petition obligations under any Contract as they become due and otherwise discharge and satisfy all Liabilities thereunder as and when they become due. During the period from the date hereof to the Closing (and, licensorsfollowing the Closing, licensees and others with which it has business dealings. In additionrespect to any Disputed MCE System that is not a Buyer Managed MCE System, until the expiration of the MCE Period), except as 91 otherwise contemplated by this Agreement or any Ancillary Agreement or as Buyer shall otherwise consent (iprovided, that Buyer shall respond as soon as reasonably practicable but in no event later than five Business Days following receipt of Seller’s written request for such response) or as set forth in the case applicable sections of Schedule 5.2 of the Company as provided in Article IV of the Company SchedulesSeller Disclosure Schedule, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingSeller shall, and neither the Company nor Parent shall permit cause each of its subsidiaries Affiliates to, with respect to do any of the followingeach Specified Business:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company shall (which for the purposes of this Article IV and shall include the cause each other Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeGroup Member to), except (i) as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, (ii) Agreement or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), or as may be required by Law (including COVID-19 Measures), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary coursecourse consistent with past practice in all material respects, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organizationorganization and ongoing businesses of the Company Group, and maintain the existing relations and goodwill of the Company Group with the Company Group’s customers, suppliers, distributors and creditors, as well as with the NRC and any analogous Governmental Authority outside of the United States and (iii) use commercially reasonable efforts to keep available the services of its the present officers and employees and preserve its relationships with customersof the Company Group; provided, suppliersthat, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of each of the preceding clauses (i)-(iii), the Company may, in connection with COVID-19, take such actions in good faith as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company SchedulesGroup’s employees and other individuals having business dealings with the Company Group or (B) to respond to third-party supply or service disruptions caused by COVID-19, including, but not limited to COVID-19 Measures, and any such actions taken (iior not taken) as a result of, in response to, or otherwise related to COVID-19 shall be deemed to be taken in the case “ordinary course of Parent business” for all purposes of this Section 6.01 and not be considered a breach of this Section 6.01; provided, further, that to the extent that any Company Group Member took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, such Company Group Member resumes conducting its business in the ordinary course of business consistent with past practice in all material respects as provided in Article IV soon as reasonably practicable. Without limiting the generality of the Parent Schedulesforegoing, or (iii) except as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, without the prior written consent Agreement or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary carry on the business of Parent or Companyrequired by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of not (and shall cause each other Company Group Member not to) during the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period:

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Partnership, the General Partner and Parent (which for the purposes of this Article IV Managing GP shall, and shall include Parent and cause each of their respective Subsidiaries to, (A) conduct its subsidiariesbusiness in the ordinary course of business consistent with past practice, (B) agreeuse commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationship with it and retain the services of its present officers and key employees, (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Partnership and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in Article IV any Partnership Material Contract in effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent Schedules, Partnership Agreement) or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicablethe Partnership, in the ordinary course, as a standalone entity if General Partner and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsManaging GP shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During (a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the MLP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (v) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV MLP shall, and shall include the Company and cause each of its subsidiariesSubsidiaries and the MLP Joint Ventures to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and Parent (which for preserve intact its business organization and the purposes goodwill of this Article IV shall include Parent those having business relationships with it and each retain the services of its subsidiariespresent officers and key employees, (C) agreeuse commercially reasonable efforts to keep in full force and effect all material MLP Permits and all material insurance policies maintained by MLP, its Subsidiaries and the MLP Joint Ventures, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all MLP Material Contracts. Without limiting the generality of the foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 5.2(a) of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesMLP Disclosure Schedule, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by applicable Law, (iv) as required by any MLP Material Contract in effect as of the date of this Agreement (including the MLP Partnership Agreement) or (v) as agreed in writing by Parent (in the case of clauses (iii), without (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv) and (xv) below (but, with respect to (xv), only to the prior written consent (which extent applicable to the other clauses designated in this Section 5.2(a)(iv), such consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), during the period from the date of this Agreement to actions that would be reasonably necessary carry on the business of Parent or CompanyEffective Time, as applicableMLP shall not, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do permit any of its Subsidiaries and the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingMLP Joint Ventures to:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) Acquiror and Parent Target agree (which for except to the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required extent expressly contemplated by this Agreement, (ii) the Reorganization Plan, the Disclosure Statement or as consented to in writing by the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writingother), to carry on its and its subsidiaries' business in the usual regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, conducted; to pay and to cause its subsidiaries to pay debts and taxes when due subject (i) to good faith disputes over such debts or taxes, and (ii) to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and to use its commercially all reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganizations, keep available the services of its and its subsidiaries' present officers and key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Each of Target and Acquiror agrees to promptly notify the other of (x) any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which it has business dealingscould have a Material Adverse Effect, and (y) any change in its capitalization as set forth in Sections 2.5 and 3.4, respectively. In additionWithout limiting the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, the Target Disclosure Schedule, the Acquiror Disclosure Schedule or Acquiror's Reorganization Plan neither Target nor Acquiror shall do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent (of the other party, which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingwithheld:

Conduct of Business. (a) During the period from commencing on the date of this Agreement hereof and continuing until ending on the earlier Offer Closing Date, except as set forth in Section 4.1(a) of the termination of this Agreement pursuant to its terms or the Effective TimeCompany Disclosure Letter, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by applicable Law or as otherwise expressly permitted or required pursuant to this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of unless Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on provides its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry on delayed), the business of Parent or CompanyCompany shall, as applicableand shall cause its Subsidiaries to, (x) conduct its operations in the ordinary coursecourse consistent with past practice and, to the extent consistent therewith, (y) use its reasonable best efforts to (A) maintain and preserve its business organization and its material rights and franchises, (B) retain the services of its senior management and key employees and (C) maintain relationships with customers, suppliers, lessees, licensees and other third parties having significant business relationships with it, to the end that their goodwill and ongoing business shall not be impaired in any material respect (it being understood that any impairment of such goodwill and ongoing business shall not be a breach of this sentence so long as a standalone entity if the Merger were not consummatedCompany and its Subsidiaries shall have complied with their respective obligations to use reasonable best efforts as provided in this sentence). Without limiting the generality of the foregoing, during the period commencing on the date hereof and ending on the Offer Closing Date, except as set forth in Section 4.1(a) of the otherCompany Disclosure Letter, as required by applicable Law or as otherwise expressly permitted or required pursuant to this Agreement, unless Parent otherwise provides its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries shall:

Conduct of Business. During The Company shall and the period Promoters shall cause the Company to materially comply with Laws in the conduct of its Business and affairs and shall conduct itself and operate in accordance with good industry practices, the terms of Laws, and any approvals received in terms thereof. Anti-Corruption The Company represents that it has not and shall not permit any of its Subsidiaries or Affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, in violation of any applicable anti-bribery or anti-corruption law. The Company further covenants, undertakes and represents that it shall and shall cause each of its Subsidiaries and Affiliates to cease all of its or their respective activities, as well as remediate any actions taken by the Company, its Subsidiaries or Affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of any applicable anti-bribery or anti-corruption law. The Company further covenants, undertakes and represents that it shall cause each of its Subsidiaries and Affiliates to maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with all applicable anti-bribery or anti-corruption laws EXIT The Company shall work towards a plan that would give IITK an exit on or before 1st April 2022 or any other date as communicated by IITK (“Exit Period”). This can happen in the following ways: IITK or the Promoters shall, by issuing a written notice (“the Exit Notice”) to the Company and the other existing Shareholders, make efforts to arrange for an exit of IITK through acquisition of the New Subscription Securities by a third party or where the Company decides to raise subsequent rounds of funding, IITK at their sole discretion, may decide to sell their New Subscription Securities to such third party at a mutually agreed price (at or above their FMV). Alternatively, the Company shall buyback the Equity Securities held by such Shareholder at a price per share that is not less than the Exit Price within 180 (one hundred eighty) days from the date of this Agreement and continuing until the earlier Exit Notice. In the event, if the promoters are unable or unwilling to purchase the “Equity Securities” within one (1) year from the date of expiry of the termination “Exit Date”, IITK, at its own discretion, be entitled to sell or transfer the Equity Securities to a third party purchaser, at the price mutually decided between IITK and the third party purchaser. The Promoters shall use its best efforts to facilitate and assist the sale and transfer of the Equity Securities as stated in this Agreement pursuant clause. The Parties shall mutually agree upon and appoint a certified Independent Valuer to its terms or compute the Effective Time, FMV of Equity Securities. The Independent Valuer shall deliver a valuation report (“the Company Valuation Report”) within a period of 1 (which for one) month of the purposes of this Article IV shall include the Company and each date of its subsidiaries) and Parent appointment (which for “the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:FMV Computation Date”).

Conduct of Business. During the period from From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Company (which for the purposes of this Article IV shall include the Company conduct its business and each of shall cause its subsidiaries) Subsidiaries to conduct their respective businesses in, and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeonly in, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted course and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsshall use, and use shall cause its commercially reasonable Subsidiaries to use, their best efforts consistent with past practices and policies to preserve intact its their respective present business organizationorganizations, operations, goodwill and relationships with third parties and to keep available the services of its the present directors, officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingskey employees. In additionWithout limiting the generality of the foregoing, except (i) in the case as required pursuant to outstanding agreements or obligations of the Company as provided in Article IV or any of the Company Schedules, (ii) its Subsidiaries that have been disclosed to Buyer and set forth in the case of Parent as provided in Article IV of Schedules hereto or the Parent SchedulesSEC Reports, or (iii) as required by this Agreementfrom the date hereof until the Closing, without the prior written consent of Buyer (which consent except as expressly permitted or required by this Agreement), (i) the Company shall not, and shall cause each of its Subsidiaries not to, take any action that would cause a representation or warranty of the Company set forth herein to be untrue if made at such time, or a covenant of the Company set forth herein to fail to be satisfied; (ii) the Company shall not be unreasonably withheld adopt any shareholder rights plan or delayed with regard to actions supermajority voting requirement, issue any security or take any similar action that would be reasonably necessary carry on have an adverse effect upon the business legal rights of Parent or Company, as applicable, in the ordinary course, Buyer as a standalone entity if the Merger were not consummated) majority shareholder of the other, neither Company under applicable corporate Law following the consummation of the transactions contemplated in this Agreement; and (iii) the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause each of its subsidiaries Subsidiaries not to, commit or agree to do any of the following:foregoing.

Conduct of Business. During (a) Except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law (including COVID-19 Measures) or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall use reasonable best efforts to conduct its business in all material respects in the Ordinary Course of Business and, to the extent not inconsistent with the foregoing, use reasonable best efforts to preserve substantially intact its present lines of business and preserve existing relationships with key customers, key suppliers, key employees and other Persons with whom the Company or its Subsidiaries have significant business relationships; provided, however, that no action or failure to take action with respect to matters specifically addressed by any of the termination provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition, without limiting the generality of the foregoing and subject to applicable Law, during the period from the date of this Agreement pursuant to its terms or until the First Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required expressly contemplated or expressly permitted by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, required by applicable Law or (iii) to as set forth in Section 5.1(a) of the extent that Company Disclosure Schedule, during the other party shall period from the date of this Agreement until the First Effective Time, unless Parent otherwise consent consents in advance in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companyconditioned), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were and shall not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2 of the MLP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, MLP shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (C) use commercially reasonable efforts to keep in full force and effect all material Permits and all material insurance policies maintained by MLP and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Material Contracts; provided that, in each case, MLP and its Subsidiaries may continue any necessary changes in their respective business practices adopted prior to the date hereof that are reasonably required by any COVID-19 Measures and, after the date hereof, may take further actions in good faith that are reasonably required to respond to COVID-19 by any COVID-19 Measures. MLP shall not, and MLP shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives not to, directly or indirectly solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute or could reasonably be expected to lead to any inquiry, proposal or offer from any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than Parent, its Subsidiaries, and their Affiliates, relating to any (A) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of MLP and its Subsidiaries, (B) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of any class of equity securities of MLP, (C) tender offer or exchange offer that if consummated would result in any Person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning any class of equity securities of MLP, or (D) merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving MLP or any of its Subsidiaries, other than the transactions contemplated hereby and other than in the ordinary course of business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, if permitted by applicable Law, MLP shall declare and pay regular quarterly cash distributions to the Company (which for the purposes holders of this Article IV shall include the Company and each of its subsidiaries) the Common Units and the Series A Preferred Units, respectively, consistent with past practice; provided that, in no event shall the regular quarterly cash distributions declared or paid by MLP to the holders of Common Units and Preferred Units be less than $0.01 per Common Unit and $0.546875 per Preferred Unit, respectively. Without limiting anything in this Section 5.2, it is understood that violations of Section 5.2 caused by or at the direction of Parent (which for the purposes of this Article IV shall include Parent and each or any of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent Affiliates shall not be unreasonably withheld a violation or delayed with regard to actions that would be reasonably necessary to carry on the business breach of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required this Section 5.2 by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:MLP.

Conduct of Business. During the period from (a) From the date of this Agreement until Closing, Seller shall procure that the Business is carried on, in all material respects, in the ordinary and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeusual course, except (i) as required by for the actions, agreements, commitments, payments, transactions or other measures foreseen, permitted or reflected under this Agreement, the Transaction Documents or the Rivoira Share Swap (ii) any measures, actions or omissions to act aimed at, in connection with or relating to the separation of the Target Companies or JVCos from Seller's Group in the case context of the Company as provided Transaction, including, but not limited to, the carve in/carve out steps described in Article IV Schedule 11 or the re-allocation or transfer of certain employees between Seller's Group and Target Companies or JVCos (described in the document entitled "Transfer of European Employees" and identified with number 4.5 of the Company Schedules and Global/Corporate folder in the case Data Room, the "Pre-Closing Steps") (which shall be completed in such a way as to create no residual liabilities for Target Companies or JVCos, provided that Purchaser’s sole remedy in respect of Parent as provided in Article IV any residual Tax liabilities created shall be under clause 13 of the Parent Schedulesthis Agreement), or (iii) any action or measure pursuant to requirements or requests of a Governmental Entity in connection with obtaining the extent that BCA Clearance Condition or the other party shall otherwise SPA Clearance Condition (iv) any action, measure, omission to act, requirement or request by any monitoring trustee (or similar) appointed in connection with obtaining the BCA Clearance Condition or the SPA Clearance Condition, or (v) for decisions outside the ordinary business course, with the prior consent (which in writing by Purchaser, such consent shall not to be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdelayed, and use its commercially reasonable efforts consistent with past practices and policies deemed to preserve intact its present business organization, keep available be granted if Purchaser has not responded to a request from Seller for consent within ten (10) Business Days following the services receipt of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except such request ((i) through (v) the "Permitted Actions"), it being understood that Seller shall keep Purchaser reasonably informed in relation to the case completion of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Pre-Closing Steps.

Conduct of Business. (a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, each of the Partnership and the General Partner shall, and shall cause each of their respective Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice in all material respects; provided, that this Section 6.2(a)(A) shall not prohibit the Partnership and its Subsidiaries from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (1) changes or developments resulting or arising from the COVID-19 pandemic or (2) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any, (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Partnership and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts; provided, that no action or inaction by the Partnership, the General Partner, or their respective Subsidiaries with respect to the matters specifically addressed by any portion of the remaining provisions of this Section 6.2(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisions of this Section 6.2(a). During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (General Partner shall declare and shall cause the Partnership to pay regular quarterly cash distributions to the holders of the Common Units, consistent with past practice, for each completed calendar quarter ending prior to the Closing Date, to the extent the Closing does not occur prior to the applicable record date established by the General Partner with respect to such quarterly distribution consistent with past practice; provided that, in no event shall the regular quarterly cash distributions declared or paid by the Partnership to the holders of the Common Units be less than $0.455 per Common Unit; provided, further, that neither the General Partner nor the Partnership shall be required to take any action pursuant to this sentence that would violate applicable Law, the Organizational Documents of the Partnership or any Contract to which for the purposes General Partner or the Partnership is a party as of this Article IV shall include the Company date hereof and each set forth in Section 6.2(a) of its subsidiaries) and Parent (which for the purposes Partnership Disclosure Schedule. Without limiting the generality of this Article IV shall include Parent and each of its subsidiaries) agreethe foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in Article IV any Partnership Material Contract in effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent Schedules, Partnership Agreement) or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicable, in the ordinary course, as a standalone entity if Partnership and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsGeneral Partner shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeshall, except (i) as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, (ii) Agreement or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), or as may be required by Law (including COVID-19 Measures), (i) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary coursecourse consistent with past practice in all material respects, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organizationorganization and ongoing businesses of the Company, and maintain the existing relations and goodwill of the Company with customers, suppliers, distributors and creditors of the Company and (iii) use commercially reasonable efforts to keep available the services of its present officers and employees and preserve its relationships with customersofficers; provided, suppliersthat, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of each of the preceding clauses (i)-(iii), during any period of full or partial suspension of operations related to COVID-19, the Company may, in connection with COVID-19, take such actions in good faith as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company’s employees and other individuals having business dealings with the Company Schedulesor (B) to respond to third-party supply or service disruptions caused by COVID-19, including, but not limited to COVID-19 Measures, and any such actions taken (iior not taken) as a result of, in response to, or otherwise related to COVID-19 shall be deemed to be taken in the case “ordinary course of Parent business” for all purposes of this Section 6.01 and not be considered a breach of this Section 6.01; provided, further, that following any such suspension, to the extent that the Company took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as provided in Article IV soon as reasonably practicable. Without limiting the generality of the Parent Schedulesforegoing, or (iii) except as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, without the prior written consent Agreement or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary carry on the business of Parent or Companyrequired by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of not during the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or Article 8 hereof and the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) the Parent, Sub and Parent Company agree (which for the purposes of unless such party is required to take such action pursuant to this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, Agreement or (iii) to the extent that the such other party shall otherwise give its prior consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing), subject to the prohibitions set forth in this Section 4.1 and in Section 4.2, to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulationspast practice, to pay its debts Liabilities, Taxes and taxes other obligations consistent with its past practices (and in any event when due subject to good faith disputes over such debts or taxesdue), and, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts the extent consistent with past practices and policies such business, to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensorslicensees, licensees independent contractors and others other Persons having business dealings with which it has business dealingsit, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. In addition, except (i) in the case of the Company Except as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, none of the parties shall, without the prior written consent (which consent shall not be unreasonably withheld of such other party, take or delayed with regard agree in writing or otherwise to actions take, any action that would be reasonably necessary carry on the business of Parent or Company, as applicable, result in the ordinary course, as a standalone entity if the Merger were not consummated) occurrence of any of the otherchanges described in Section 2.10 or Section 3.9 or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect (individually or in the aggregate) or prevent such party from performing or cause it not to perform its agreements and covenants hereunder or cause any condition to any other party's closing obligations in Article 6 not to be satisfied. Without limiting the generality of the foregoing, neither during the Company nor Parent period from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 8 hereof, or the Effective Time, the respective party or parties shall do not, except as set forth in such party's respective Disclosure Schedule, cause or permit any of the following, and neither without the Company nor Parent shall permit its subsidiaries to do any prior written consent of the followingrespective other party:

Conduct of Business. During Seller agrees that, between the period from date hereof and the Closing, except as set forth in Schedule 5.1 or as expressly provided by any other provision of this Agreement, or unless Buyer shall otherwise agree in advance in writing (which agreement shall not be unreasonably withheld, delayed or conditioned), Seller shall, and shall cause each of its Subsidiaries to, (i) conduct its operations in all material respects only in the Ordinary Course of the Subject Business, (ii) pay or perform the Liabilities of the Subject Business when due, (iii) use its reasonable best efforts to keep available the services of the key employees and key consultants of Seller and each of its Subsidiaries and to preserve the current relationships with customers, suppliers and other Persons as are reasonably necessary in order to preserve substantially intact the Subject Business. In addition, without limiting the foregoing, except (x) as set forth in Schedule 5.1, or (y) as expressly provided by any other provision of this Agreement, Seller shall not and shall not permit any of its Subsidiaries, nor any of its or its Subsidiaries’ officers, directors or employees, Affiliates or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its respective Subsidiaries, to (unless required by Applicable Law), between the date of this Agreement and continuing until the earlier Closing, directly or indirectly, do, or agree to do, any of the termination of this Agreement pursuant to its terms or following without the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case prior written consent of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent Buyer (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:conditioned):

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms (the “Interim Period”), PGHL shall, and shall cause its Subsidiaries to, except as contemplated or permitted by this Agreement or the Effective Timeother Transaction Agreements, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case set forth on Schedule 7.01 of the Company as provided in Article IV of the Company PGHL Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) consented to the extent that the other party shall otherwise consent by FTAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), (a) use its commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on operate its business in the ordinary coursecourse of business (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19; provided that, any action taken, or omitted to be taken, that relates to, or arises out of, COVID-19 shall be deemed to be in the same manner as heretofore conducted ordinary course of business) and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (b) use its commercially reasonable efforts consistent to continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses and establish reserves for uncollectible accounts in accordance with past practices custom and policies practice (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that, any action taken, or omitted to preserve intact its present business organizationbe taken, keep available that relates to, or arises out of, any COVID-19 shall be deemed to be in the services ordinary course of business). Notwithstanding anything to the contrary contained herein, nothing herein shall prevent PGHL or any of its present officers Subsidiaries from taking or failing to take any action in response to COVID-19 or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and employees (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and preserve its relationships (z) no such actions or failure to take such actions shall serve as a basis for FTAC to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, that, to the extent practicable, prior to taking any such material actions PGHL shall use good faith efforts to provide written notice to FTAC and consult with customersFTAC on such actions or, suppliersif not practicable, distributors, licensors, licensees and others with which it has business dealingsshall provide written notice reasonably promptly thereafter. In additionWithout limiting the generality of the foregoing, except (i) in as contemplated or permitted by this Agreement or the case other Transaction Agreements, as set forth on Schedule 7.01 of the Company as provided in Article IV of the Company PGHL Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required consented to by this Agreement, without the prior written consent FTAC (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Companyas required by Law, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent PGHL shall do any of the followingnot, and neither PGHL shall cause its Subsidiaries not to, during the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period, except as otherwise contemplated by this Agreement:

Conduct of Business. During Prior to the period from Closing Date, Seller shall cause the Company to carry on its development activities in the ordinary course of business and substantially as conducted immediately prior to the date of this Agreement and continuing until Agreement. Without limiting the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeforegoing, except (ix) as required by this Agreement, (ii) in with the case express written approval of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent Purchaser (which consent approval shall not be unreasonably withheld or delayed with regard delayed) or (y) as otherwise provided for in this Agreement, Seller shall, prior to actions that would be reasonably necessary the Closing Date, cause the Company not to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case transfer any of the Company as provided in Article IV of Membership Interests (other than pursuant to the Company SchedulesMerger) to any Person or create or suffer to exist any encumbrance upon the Membership Interests other than Permitted Encumbrances, (ii) make any material change in the case of Parent Company’s business or operations, except such changes as provided in Article IV may be required to comply with any applicable Law, (iii) enter into any material contract other than the Interconnection Agreement and any other agreements required for the construction, operation and ownership of the Parent SchedulesProject provided that notice of any such agreement has been provided to Seller prior to such agreement being entered into, and Seller has not reasonably objected to such agreement, (iv) sell, assign or otherwise transfer any of the Project Contracts, (v) amend, modify, cancel or consent to the termination of or a waiver of the Company’s rights under, any Project Contract other than any amendment, modification or waiver which is not material to such Project Contract, provided that this clause (v) shall not restrict (A) the exercise of any elections under the PPA or the Interconnection Agreement, or (iiiB) as required by the entrance into any Project Contracts in accordance with this Agreement, without (vi) create, incur, assume or guarantee any indebtedness for borrowed money or enter into any arrangement having the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business economic effect of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingforegoing, and neither the Company nor Parent shall permit (vii) make any change in its subsidiaries organizational documents other than ministerial or administrative changes; (viii) make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to do Taxes, file any amended Tax Return with respect to any material Taxes, enter into any closing agreement, settle or compromise any proceeding with respect to any material Tax claim or assessment, surrender any right to claim a refund of material Taxes, consent to any extension or waiver of the following:limitation period applicable to any material Tax claim or assessment relating to the Company.

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or the termination of this Agreement pursuant to its terms or the Effective Timein accordance with Article IX, the Company (which for the purposes of this Article IV Sellers shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeCompanies to, except (i) as required contemplated by this Agreement, (ii) Agreement or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydenied), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on operate its business in the ordinary course, course (including by making capital expenditures substantially in substantially the same manner as heretofore conducted accordance with and in compliance with all applicable laws and regulationsamounts equal to the amounts set forth in Schedule 5.1(a) attached hereto), to pay (ii) maintain its debts and taxes when due subject to good faith disputes over such debts or taxesbooks, to pay or perform other material obligations when due subject to good faith disputes over such obligationsrecords, and use its commercially reasonable efforts consistent accounts in accordance with past practices practice as used in the preparation of the Interim Financial Statements and policies the Audited Financial Statements and (iii) use reasonable best efforts to maintain and preserve substantially intact its present business organization, keep available organization and advantageous business relationships and the goodwill of its customers and suppliers and retain the services of its present key officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingskey employees. In additionWithout limiting the generality of the foregoing, except as set forth on Schedule 5.1 or as consented to by Acquiror in writing (which consent, in the cases of clauses (a), (b), (d), (e), (f), (i) in the case of the Company as provided in Article IV of the Company Schedules), (iik), (l), (m), (n), (o), (q) in the case of Parent as provided in Article IV of the Parent Schedulesand (r) below, shall not be unreasonably conditioned, withheld, delayed or denied (iii) as required by this Agreementit being understood that, without the prior written consent (which limiting other circumstances where conditioning, withholding or delaying any such consent shall not be unreasonably withheld deemed unreasonable, any conditioning, any denial or delayed withholding of consent with regard respect to actions the foregoing shall not be deemed unreasonable if the action for which consent is sought would require Acquiror and/or the Companies to pay, after the Closing, more than $250,000 in excess of the amounts that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity paid if the Merger were action for which the consent is sought was not consummated) of otherwise taken or if the otheraction would have similar adverse consequences to Acquiror)), neither Sellers shall cause the Company nor Parent shall do any of the followingCompanies not to, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingexcept as otherwise expressly contemplated by this Agreement:

Conduct of Business. During the period from the date of this Agreement and continuing until to the earlier of Closing Date (except as otherwise expressly provided by the termination terms of this Agreement pursuant including the Disclosure Letter, the Plan or any other order of the Bankruptcy Court entered on or prior to its terms or the Effective Timedate hereof in the Chapter 11 Cases), the Company and its Subsidiaries shall carry on their businesses in the ordinary course (subject to any actions which for are consistent with the, at any time prior to the purposes Disclosure Letter Delivery Date, Draft Business Plan or at all times from and after the Disclosure Letter Delivery Date, the Business Plan (and, if amended in a manner that satisfies the condition with respect to the Business Plan set forth in Section 9(a)(xxviii), as so amended)) and, to the extent consistent therewith, use their commercially reasonable efforts to preserve intact their current business organizations, keep available the services of this Article IV shall include their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with the Company or its Subsidiaries. Without limiting the generality of the foregoing, except as set forth in the Disclosure Letter, the Company and each of its subsidiariesSubsidiaries shall carry on their businesses in all material respects in accordance with, at any time prior to the Disclosure Letter Delivery Date, the Draft Business Plan and at all times from and after the Disclosure Letter Delivery Date, the Business Plan (and, if amended in a manner that satisfies the condition with respect to the Business Plan set forth in Section 9(a)(xxviii), as so amended) and Parent shall not enter into any transaction that, at any time prior to the Disclosure Letter Delivery Date, would be inconsistent with the Draft Business Plan (which for and, if amended in a manner that satisfies the purposes condition with respect to the Business Plan set forth in Section 9(a)(xxviii), as so amended) and shall use its commercially reasonable efforts to effect such Draft Business Plan and the Business Plan. Without limiting the generality of this Article IV shall include Parent the foregoing, and each of its subsidiaries) agree, except (i) as required otherwise expressly provided or permitted by this AgreementAgreement (including the Disclosure Letter), (ii) in the case Plan or any other order of the Company Bankruptcy Court entered as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV date of the Parent SchedulesOriginal Agreement in these Chapter 11 Cases, or (iii) prior to the extent that Closing Date, the other party Company shall otherwise not, and shall cause its Subsidiaries not to, take any of the following actions without the prior written consent (of AXXX, which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:”.

Conduct of Business. During Except as set forth in Section 4.01 of the Company Disclosure Letter, as contemplated, required or permitted by this Agreement, as required by Law or any Governmental Entity of competent jurisdiction, or as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed after reasonable consultation between the Company and Parent), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) Subsidiaries to, carry on its business in the ordinary course and, to the extent consistent therewith, use reasonable best efforts to preserve substantially intact its current business organizations, to keep available the services of its current officers and Parent (key employees and to preserve its relationships with significant customers, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having significant business dealings with it and to take no action which is intended to or which would reasonably be expected to materially adversely affect or materially delay the ability of any of the parties hereto from obtaining any necessary approvals of any Governmental Entity required for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required transactions contemplated by this Agreement, (ii) from performing its covenants and agreements under this Agreement or from consummating the transactions contemplated hereby or otherwise materially delay or prohibit consummation of the Merger or other transactions contemplated hereby. Without limiting the generality of the foregoing, except as set forth in the case Section 4.01 of the Company Disclosure Letter, contemplated, required or permitted by this Agreement, required by Law (including, as provided in Article IV applicable, Section 409A of the Company Schedules and Code) or any Governmental Entity of competent jurisdiction or consented to in the case of writing by Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard after reasonable consultation between the Company and Parent), during the period from the date of this Agreement to actions that would be reasonably necessary to carry on the business of Parent or CompanyEffective Time, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsCompany shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services shall not permit any of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During (a) Except (1) as contemplated in this Agreement (including, for the avoidance of doubt, the actions described in Section 4.8 and Section 4.20), as required by applicable Law, or as required by a Governmental Entity (including pursuant to an Order issued by FERC, the KPSC or the WVPSC), (2) actions reasonably necessary under emergency circumstances, including operational emergencies, failures of facilities or outages, or other unforeseen operational emergencies (provided that Sellers shall provide notice to Purchaser of any such event (including by providing reasonable details thereof) and action prior to taking any such action as may be reasonably practicable or, if such prior notice is not reasonably practicable, as soon as may be reasonably practicable thereafter), (3) for any COVID-19 Measures (provided, that Sellers shall notify Purchaser (including by providing reasonable details thereof) prior to taking any such COVID-19 Measure as may be reasonably practicable or, if such prior notice is not practicable, as soon as may be reasonably practicable thereafter), or (4) as otherwise described in Section 4.1(a) of the Sellers Disclosure Letter (provided, that any action taken pursuant to clauses (1) through (3) shall be taken in accordance with Good Utility Practice), during the period from the date of this Agreement Effective Date through and continuing until including the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Sellers shall, and shall cause each Acquired Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreementto, (iix) operate the businesses of each Acquired Company in the case of the Company as provided in Article IV of the Company Schedules accordance with Good Utility Practice and in the case ordinary course of Parent as provided business in Article IV all material respects consistent with past practice, use commercially reasonable efforts to preserve intact the properties, assets and businesses of each Acquired Company and preserve the Parent Schedulesgoodwill and relationships of each Acquired Company with employees, or customers, suppliers, and other parties having business dealings with each Acquired Company and (iiiy) to not, without the extent that the other party shall otherwise prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:delayed):

Conduct of Business. During Prior to and through the period from Effective Date, except as set forth in this Agreement, the date of this Backstop Commitment Agreement and continuing until or the earlier Plan, or with the written consent of the termination of this Agreement pursuant to its terms or the Effective TimeRequisite Consenting Noteholders, the Company (which for the purposes of this Article IV a) shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, their businesses in the ordinary coursecourse of business (considering the impact of the Chapter 11 Cases) and, except as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due currently subject to good faith disputes over such debts or taxeslitigation, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its their commercially reasonable efforts consistent with past practices and policies to preserve intact its present their current material business organizationorganizations, keep available the services of its present officers and employees and preserve its their material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having business dealings with the Company or its subsidiaries and make any required filing with the SEC within the time periods required under the Exchange Act, (b) shall not, and shall not permit its subsidiaries to, enter into any transactions which it has are material to the Company, other than transactions in the ordinary course of business dealings. In addition, except that are consistent with prior business practices or in accordance with (i) in the case of the Company as provided in Article IV of the Company Scheduleswith its business plan dated November 2016, (ii) the parameters described in this Agreement, the case of Parent as provided in Article IV of the Parent Schedules, Backstop Commitment Agreement or (iii) as required the Plan. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course of business of the Debtors and will require the prior written consent of the Requisite Members of the Noteholder Steering Committee (unless otherwise contemplated by this Agreement, the Backstop Commitment Agreement or the Plan): (w) except as currently subject to litigation, any amendment, modification, termination, waiver, supplement, restatement or other change to any Material Contract or any assumption of any Material Contract, (x) any (i) termination by the Debtors without cause or (ii) reduction in title or responsibilities, in each case, of the individuals who are, as of the date of this Agreement, the Chief Executive Officer or the Chief Financial Officer of the Company, (y) the adoption or amendment of any management incentive or equity plan by any of the Debtors, except for as provided in the Plan or (z) any sale, abandonment, or disposition of any assets other than (i) the sale of Metropolitan Collieries Pty Ltd, Peabody (Xxxxxx Coal) Pty Ltd or Debtors’ interests in Dominion Terminal Associates, LLC or (ii) any ordinary course land sales made upon reasonable prior written notice to the Noteholder Co-Proponents and in accordance with the Company’s business plan dated November 2016; provided, however, that such ordinary course land sales shall not exceed $5,000,000 individually or $20,000,000 in the aggregate. Following a request by the Debtors for consent with respect to any operational matter that requires the consent of the Requisite Members of the Noteholder Steering Committee pursuant to this Section 6.2 section, if the consent of such parties is not obtained or declined within three (3) Business Days following the date such request is made in writing and delivered to each of the Noteholder Co-Proponents (which notice will be deemed delivered if given in writing to Xxxxxxxx & Xxxxx LLP, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP), such consent shall be deemed to have been granted by the Requisite Members of the Noteholder Steering Committee, as applicable. If such consent is not given or deemed to be given, the Debtors shall be permitted to seek approval from the Bankruptcy Court to take such actions, and seeking such approval shall not be unreasonably withheld a breach of this Section 6.2; provided, that in such event the Noteholder Co-Proponents shall have a termination right under the Plan Support Agreement pursuant to the terms thereof. Except as otherwise provided in this Agreement, nothing in this Agreement shall give the Private Placement Parties, directly or delayed indirectly, any right to control or direct the operations of the Debtors. Prior to the Closing Date, the Debtors shall exercise, consistent with regard to actions that would be reasonably necessary carry on the terms and conditions of this Agreement, complete control and supervision of the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Debtors.

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms (a) Except as expressly contemplated or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (iias permitted by Section 5.3, as may be required by applicable Law or as set forth in Section 5.1(a) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV Disclosure Schedule or Section 5.1(a) of the Parent SchedulesDisclosure Schedule, as applicable, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or the Company, as applicable, otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), from the ordinary coursedate hereof until the Effective Time or the date on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), as a standalone entity if each of the Merger were not consummatedCompany and Parent shall, and shall cause each of its respective Subsidiaries to, (i) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted course of business consistent with past practice and in compliance with all applicable laws Law and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of organization and maintain its present officers and employees and preserve its relationships existing relations with customers, suppliers, distributorslandlords, tenants, creditors, licensors, licensees licensees, business partners, officers, key employees, consultants, insurers and others having business dealings with which it has business dealings. In additionit, except (i) in each case, in all material respects; provided, however, that no action relating to the case subject matter of any of the Company as provided in Article IV clauses of Section 5.1(b) or Section 5.1(d) that is permitted to be taken by the Company Schedules, (ii) in the case or any of its Subsidiaries without Parent’s consent or by Parent as provided in Article IV or any of the Parent Schedules, or (iii) as required by this Agreement, its Subsidiaries without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company’s consent, as applicable, in shall be deemed a breach of this Section 5.1(a). From the ordinary coursedate hereof until the Effective Time or the Termination Date, as a standalone entity if the Merger were not consummated) of the otherSub shall not, neither the Company nor and Parent shall do cause Merger Sub not to, carry on any business, incur any liabilities or conduct any operations, other than in connection with the execution of this Agreement, the following, performance of its obligations hereunder and neither the Company nor Parent shall permit its subsidiaries to do any of the following:matters ancillary thereto.

Conduct of Business. (a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as required by any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, each of the Partnership and the General Partner shall, and shall cause each of their respective Subsidiaries to: (A) conduct its business in the ordinary course of business consistent with past practice, provided, that this Section 6.2(a)(iv)(A) shall not prohibit the Partnership and the other Group Members from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice; (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any; (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Group Members, other than changes to such policies made in the ordinary course of business and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts; provided, that no action or inaction by the Partnership, the General Partner, or their respective Subsidiaries with respect to the matters specifically addressed by any portion of the remaining provisions of this Section 6.2(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisions of this Section 6.2(a). During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, if permitted by applicable Law and the Company (which for Partnership Agreement, the purposes General Partner shall cause the Partnership to declare and pay regular quarterly cash distributions to the holders of this Article IV the Common Units, consistent with past practice; provided, that, in no event shall include the Company and each regular quarterly cash distributions declared or paid by the Partnership to the holders of its subsidiaries) and Parent (which for the purposes Common Units be less than $0.35 per Common Unit. Without limiting the generality of this Article IV shall include Parent and each of its subsidiaries) agreethe foregoing, except (i) as required expressly permitted by this Agreement, (ii) as set forth in the case Section 6.2(a) of the Company Partnership Disclosure Schedule, (iii) as provided required by applicable Laws, (iv) as required by any Partnership Material Contract in Article IV effect as of the Company Schedules and in date of this Agreement (including the case of Parent as provided in Article IV of the Parent SchedulesPartnership Agreement), or (iiiv) as consented to the extent that the other party shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on conditioned), during the business period from the date of Parent or Companythis Agreement until the Effective Time, as applicable, in the ordinary course, as a standalone entity if Partnership and the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsGeneral Partner shall not, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingtheir respective Subsidiaries to:

Conduct of Business. During the period from the date of this Agreement and continuing until to the earlier of Closing Date (except as otherwise expressly provided by the termination terms of this Agreement pursuant including the Disclosure Letter, the Plan or any other order of the Bankruptcy Court entered on or prior to its terms or the Effective Timedate hereof in the Chapter 11 Cases), the Company (which for the purposes of this Article IV and its Subsidiaries shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) carry on their businesses in the case of ordinary course (subject to any actions which are consistent with the, at any time prior to the Company Disclosure Letter Delivery Date, Draft Business Plan or at all times from and after the Disclosure Letter Delivery Date, the Business Plan (and, if amended in a manner that satisfies the condition with respect to the Business Plan set forth in Section 9(a)(xxviii), as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesso amended)) and, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companyconsistent therewith, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its their commercially reasonable efforts consistent with past practices and policies to preserve intact its present their current business organizationorganizations, keep available the services of its present their current officers and employees and preserve its their relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having business dealings with which it has business dealingsthe Company or its Subsidiaries. In additionWithout limiting the generality of the foregoing, except (i) as set forth in the case Disclosure Letter, the Company and its Subsidiaries shall carry on their businesses in all material respects in accordance with, at any time prior to the Disclosure Letter Delivery Date, the Draft Business Plan and at all times from and after the Disclosure Letter Delivery Date, the Business Plan (and, if amended in a manner that satisfies the condition with respect to the Business Plan set forth in Section 9(a)(xxviii), as so amended) and shall not enter into any transaction that, at any time prior to the Disclosure Letter Delivery Date, would be inconsistent with the Draft Business Plan (and, if amended in a manner that satisfies the condition with respect to the Business Plan set forth in Section 9(a)(xxviii), as so amended) and shall use its commercially reasonable efforts to effect such Draft Business Plan and the Business Plan. Without limiting the generality of the Company foregoing, and except as otherwise expressly provided in Article IV or permitted by this Agreement (including the Disclosure Letter), the Plan or any other order of the Company Schedules, (ii) in the case of Parent Bankruptcy Court entered as provided in Article IV of the Parent Schedulesdate of the Original Agreement in these Chapter 11 Cases, or (iii) as required by this Agreementprior to the Closing Date, the Company shall not, and shall cause its Subsidiaries not to, take any of the following actions without the prior written consent (of ADAH, which consent xxxsent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:".

Conduct of Business. During Except as expressly set forth in this Agreement or in the Restructuring Support Agreement or with the prior written consent of Requisite Commitment Parties (requests for which, including related information, shall be directed to the counsel and financial advisors to the Ad Hoc Committee), during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing Date and the date on which this Agreement pursuant to is terminated in accordance with its terms or (the Effective Time“Pre-Closing Period”), (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its commercially reasonable efforts consistent with past practices and policies to to: (i) preserve intact its present business organizationbusiness, (ii) keep available the services of its present officers and employees and employees, (iii) preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with which it has the Company or its Subsidiaries in connection with their business, and (iv) file Company SEC Documents within the time periods required under the Exchange Act, in each case in accordance with ordinary course practices, and (b) the Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction that is material to their business dealings. In addition, except other than (iA) transactions in the case ordinary course of business to the extent necessary to conduct operations of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companyand its Subsidiaries, as applicable, in a manner consistent with the financial and business projections provided to the Commitment Parties prior to the date hereof, (B) other transactions after prior notice to the Commitment Parties to implement tax planning which transactions are not reasonably expected to materially adversely affect any Commitment Party and (C) transactions expressly contemplated by the Transaction Agreements. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course, as a standalone entity if the Merger were not consummated) course of business of the otherCompany and shall require the prior written consent of the Requisite Commitment Parties unless the same would otherwise be permissible under the preceding clause (B) or (C): (1) any amendment, neither modification, termination, waiver, supplement, restatement or other change to any Material Contract or any assumption of any Material Contract in connection with the Chapter 11 Cases (other than any Material Contracts that are otherwise addressed by clause (3) below), (2) entry into, or any amendment, modification, waiver, supplement or other change to, any employment agreement to which the Company nor Parent shall do or any of its Subsidiaries is a party or any assumption of any such employment agreement in connection with the Chapter 11 Cases, and (3) the adoption or amendment of any management incentive or equity plan by any of the followingDebtors except for the new management incentive plan in accordance with the Restructuring Term Sheet. Except as otherwise provided in this Agreement, and neither nothing in this Agreement shall give the Commitment Parties, directly or indirectly, any right to control or direct the operations of the Company nor Parent and its Subsidiaries. Prior to the Closing Date, the Company and its Subsidiaries shall permit its subsidiaries to do any exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the following:business of the Company and its Subsidiaries.

Conduct of Business. During The Servicer will do all things necessary to take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each normal conduct of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreebusiness, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesclause (ii) above, or (iii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; except that the Servicer may be merged, consolidated or amalgamated with another Person so long as, after giving effect to such transaction, (a) no Unmatured Termination Event, Termination Event, Unmatured Event of Default or Event of Default shall have occurred and be continuing, (b) either (i) the Servicer is the continuing or surviving corporation of such merger, consolidation or amalgamation or (ii) the continuing or surviving corporation of such merger, consolidation or amalgamation, if not the Servicer, (x) shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (y) shall have assumed all obligations of the Servicer under this Agreement pursuant to arrangements reasonably satisfactory to the Administrative Agent and (z) to the extent requested by the Administrative Agent or any Lender, shall have promptly provided to the Administrative Agent or such Lender all documentation and other party shall otherwise consent (which consent shall not information that may be unreasonably withheld required by the Administrative Agent or delayed with regard such Lender in order to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in enable compliance with all applicable laws “know your customer” and anti-money laundering rules and regulations, to pay its debts including information required by the PATRIOT Act and taxes when due subject to good faith disputes over such debts or taxesthe Beneficial Ownership Rule, to pay or perform other material obligations when due subject to good faith disputes over such obligations, (c) the ratings by Xxxxx’x and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case S&P of the Company as provided in Article IV continuing or surviving corporation’s or purchaser’s senior, secured debt shall be at least the higher of (1) Baa3 from Xxxxx’x and BBB- from S&P and (2) the ratings by such rating agencies of the Company SchedulesBorrower’s senior, (ii) secured debt in effect before the case of Parent as provided in Article IV earlier of the Parent Schedulesoccurrence or the public announcement of such event and (d) the Administrative Agent shall have received such certificates, or documents, instruments, agreements and opinions of counsel (iiiwhich shall be addressed to Administrative Agent and all Lenders) as required by this Agreementit shall reasonably request, without including as to the prior written consent (which consent shall not be unreasonably withheld necessity and adequacy of any new UCC financing statements or delayed with regard amendments to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:existing UCC financing statements.

Conduct of Business. During the period from (a) After the date of this Agreement and continuing until the earlier of the termination of Effective Time or until this Agreement pursuant to its terms or the Effective Timeis terminated as herein provided, the Company (which for the purposes of this Article IV shall include the Company and each of First Personal and its subsidiariesSubsidiaries shall: (1) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently, substantially in the manner as is presently being conducted, and in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and course of business; (2) use its commercially reasonable efforts consistent with past practices and policies to preserve its business organization intact its present business organizationin all material respects, keep available the services of its the present officers and employees employees, and preserve its present relationships with customerscustomers and Persons having business dealings with it; (3) use commercially reasonable efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, suppliersreasonable wear and tear excepted; (4) maintain its books, distributorsrecords, licensorsand accounts in the usual, licensees regular, and others ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; and (5) not knowingly do or fail to do anything which will cause a breach of, or default in, any material contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it has business dealingsis a party or by which it is or may be subject or bound. In additionFrom the date hereof until the Effective Time or until this Agreement is terminated as herein provided, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, expressly contemplated or (iii) as required permitted by this Agreement, without the prior written consent (including consent delivered by email) of NWIN which consent shall not be unreasonably withheld (which prior written consent shall be deemed to have been given, if NWIN has not objected to a proposed action by First Personal on or delayed with regard to actions that would be reasonably necessary carry on the before three business of Parent or Companydays after written notice thereof has been given by First Personal and received by NWIN, as applicablewhich notice shall contain sufficient information, in NWIN’s reasonable discretion, regarding the ordinary coursematter for which First Personal is seeking consent), as a standalone entity if the Merger were First Personal will not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit will cause its subsidiaries Subsidiaries to do any of the followingnot:

Conduct of Business. During the period from (a) From the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as expressly required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, Agreement or (iii) to the extent that the other party shall otherwise consent Transaction Agreements, as set forth on Schedule 6.01, as consented to in writing by SPAC (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), as required by applicable Law, or to actions that would be the extent reasonably necessary to carry on protect the business health and safety of Parent the employees of the Company and its Subsidiaries or Companyin response to COVID-19 Measures, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateduse its commercially reasonable efforts to (x) in writing, to carry on conduct and operate its business in the ordinary course, course of business in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsrespects, and use (y) maintain the existing relations and goodwill of the Company and its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships Subsidiaries with customers, suppliers, distributorsjoint venture partners, licensors, licensees distributors and others with which it has business dealings. In addition, except (i) in the case creditors of the Company as provided and its Subsidiaries in Article IV all material respects. Without limiting the generality of the Company Schedulesforegoing, (ii) in during the case of Parent as provided in Article IV of the Parent SchedulesInterim Period, or (iii) except as required by this AgreementAgreement or the other Transaction Agreements, without the prior written consent as set forth on Schedule 6.01, as consented to in writing (with email being sufficient) by SPAC (which consent shall not be unreasonably withheld conditioned, withheld, or delayed with regard and which shall be deemed to actions that would be have been given if SPAC has not responded to any request for consent within 48 hours), as required by applicable Law, to the extent reasonably necessary carry on to protect the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) health and safety of the other, neither employees of the Company nor Parent and its Subsidiaries or in response to COVID-19 Measures or with respect to clause (ix) below, to the extent the Company provides SPAC prompt written notice of such action (with email being sufficient), the Company shall do any of the followingnot, and neither shall cause the Company nor Parent shall permit its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company each of CKS (which for the purposes of this Article IV shall include the Company CKS and each of its subsidiaries) and Parent USWeb (which for the purposes of this Article IV shall include Parent USWeb and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company CKS as provided in Article IV of the Company CKS Schedules and in the case of Parent USWeb as provided in Article IV of the Parent USWeb Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in A-25 compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, except each of CKS and USWeb will promptly notify the other of any material event involving its business or operations. CKS and USWeb agree that USWeb may continue to execute its acquisition program in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted without CKS's consent; provided, however, that USWeb must obtain the written consent of CKS, which shall not be withheld unreasonably, prior to completing an acquisition if (i) the business to be acquired, without taking any other acquisition into account, would constitute a "significant subsidiary" of USWeb pursuant to the conditions specified in Rule 1-02(w) of SEC Regulation S-X, substituting 20 percent for 10 percent each place it appears therein or (ii) the aggregate number of shares of USWeb Common Stock issued in connection with all acquisitions after the date of this Agreement and prior to the Effective Time shall exceed 5,000,000. Furthermore, CKS and USWeb agree that during the period prior to the Effective Time they will exchange monthly summary financial data and that their respective senior management groups will participate in informational meetings on a monthly basis, at such time and place as shall be mutually agreeable. No information or knowledge obtained in any investigation will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger. In addition, during the period from the date of this Agreement and continuing until the earlier termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement, and except in the case of the Company CKS as provided in Article IV of the Company CKS Schedules, (ii) and except in the case of Parent USWeb as provided in Article IV of the Parent USWeb Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company CKS nor Parent USWeb shall do any of the following, and neither the Company CKS nor Parent USWeb shall permit its subsidiaries to do any of the following:: (a) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (c) transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the CKS IP Rights or the USWeb IP Rights, as the case may be, or enter into grants to future patent rights, other than in the ordinary course of business; (d) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (e) repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the date hereof; (f) issue, deliver, sell, authorize or propose the issuance, delivery or sale of, any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than (i) shares of CKS Common Stock or USWeb Common Stock, as the case may be, pursuant to the exercise of stock options therefor outstanding as of the date of this Agreement, (ii) options to purchase shares A-26

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for shall, and shall cause its Subsidiaries and the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeGroup Companies to, except (i) as required otherwise contemplated by this Agreement, (ii) in the case required by applicable Law, as set forth on Section 7.01 of the Company as provided Disclosure Letter or consented to in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writingdenied), to carry on (i) conduct and operate its business in the ordinary coursecourse of business consistent with past practice in all material respects (including, for the avoidance of doubt, recent past practice in substantially light of COVID-19 Measures; provided that, any action taken, or omitted to be taken, that is reasonably necessary or advisable that relates to, or arises out of, COVID-19 Measures shall be deemed to be in the same manner as heretofore conducted and in compliance with all applicable laws and regulationsordinary course of business), to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees suppliers and others with which whom the Company, it Subsidiaries or the Group Companies, as applicable, has a business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or relationship and (iii) use commercially reasonable efforts to restructure any existing material Contracts or other arrangements of the Company, its Subsidiaries or the Group Companies, as applicable, if such restructuring is required due to California Senate Bxxx 642 or similar legislation, if such legislation is adopted by the California state legislature. Without limiting the generality of the foregoing, except as required by Law, as contemplated by this Agreement, without as set forth on Section 7.01 of the prior written consent Company Disclosure Letter or as consented to in writing by Acquiror (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydenied unless otherwise specified below), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries and the followingGroup Companies not to, during the Interim Period:

Conduct of Business. (a) During the period from the date of this Agreement and continuing until the earlier of the Closing Date or termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeIX, except (i) as required permitted or contemplated by this Agreement, (ii) in as the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party Buyer shall otherwise consent in writing (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companydelayed), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by applicable Law, or (iv) as set forth in Section 5.6(a) of the Company Disclosure Schedule, the Company shall, and shall cause the Sellers to, (A) conduct the Business in all material respects in the ordinary course consistent with past practice and (B) use their respective reasonable commercial efforts to keep intact the Business, and preserve the relationships of the Business with customers, suppliers, licensors, licensees, distributors with respect to the Business, including by promptly paying all amounts owing to such Persons as and when such amounts are due.(b) During the period from the date of this Agreement until the earlier of the Closing Date or termination of this Agreement pursuant to Article IX, except (A) as permitted or contemplated by this Agreement, without (B) as the prior written Buyer shall otherwise consent in writing (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed delayed), (C) as required by applicable Law or (D) as set forth in Section 5.6(b) of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries not to, take any of the following actions, as applicable:(i) amend or otherwise change its certificate of incorporation or bylaws or equivalent governing documents to the extent such amendment or change would prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements;(ii) (A) transfer or exclusively license any Intellectual Property Rights or Technology contemplated to be licensed to the Buyer or its Subsidiaries pursuant to any Ancillary Agreement (the "Licensed IP & Technology"), other than subject to the rights contemplated to be granted to the Licensed IP & Technology pursuant to any Ancillary Agreement or as otherwise would not impair the Company Group Entities' ability to license such Licensed IP & Technology to the Buyer and its Subsidiaries in the manner contemplated in the Ancillary Agreements and (B) other than non-exclusive Licenses granted in the ordinary course of business consistent with regard past practice, assign, transfer, lease, sell, hypothecate, pledge or subject to actions any Lien not in existence as of the date hereof (other than any Permitted Liens and any Liens that will be removed prior to the Closing) any Transferred IP or Transferred Technology (or any asset, property or right that would constitute a Transferred Asset if held by the Sellers on the Closing Date);(iii) terminate (excluding, for the avoidance of doubt, any expiration of such Contract in accordance with its terms or any termination of such Contract by any counterparty thereto other than the Company or any of its Subsidiaries) or materially extend, amend, modify or waive any Transferred Contract (including any Contract in existence as of the date hereof that would constitute a Transferred Contract if it were in57 existence as of the Closing Date) except in the ordinary course of business consistent with past practice;(iv) increase the salary, bonus or other compensation or benefits payable to any Business Employee, other than (A) as required by Law or a Labor Agreement, (B) pursuant to any plans, programs or agreements existing on the date hereof as disclosed in Section 3.10 of the Company Disclosure Schedule, (C) increases in connection with the hiring of Business Employees after the date hereof in the ordinary course of business consistent with past practice, (D) increases (including in connection with promotions, provided that the Company will provide Buyer with advance written notice of any contemplated promotions) in the ordinary course of business consistent with past practice or (E) as required in connection with the Closing of this Transaction;(v) terminate the employment (other than a termination for cause), negatively change the title, office or position, materially reduce the responsibilities of, or take any other action that would constitute "good reason" or "constructive dismissal" under any employment agreement of, any Business Employee;(vi) transfer or agree to transfer any Business Employee from working within the Business except in connection with a Business Employee's voluntary resignation or voluntary transfer via an open requisition outside of the Business, or induce any Business Employee to resign his/her employment in the Business, or employ, engage or transfer any person who is not a Business Employee as of the date of this Agreement to work in or for the Business;(vii) sell Inventory (other than in the ordinary course of business consistent with past practice, including with respect to pricing, discounting practices, bundling, sales volume and services levels);(viii) modify in any material respect practices with respect to the collection of Accounts Receivable or the payment of Accounts Payable or the maintenance of Inventory;(ix) acquire any asset that would be reasonably necessary carry on the business of Parent or Company, as applicable, a Transferred Asset except in the ordinary coursecourse of business consistent with past practice;(x) unless (A) required by applicable Law, (B) with respect to national, industry and/or sector level collective bargaining agreements or company shop agreements, (C) in the ordinary course of business, (D) consistent with past practice, (E) pursuant to the terms of an agreement or arrangement in existence as a standalone entity if the Merger were not consummated) of the otherdate of this Agreement or (F) as is required in connection with the Closing of this Transaction, neither the Company nor Parent shall do enter into any new collective bargaining agreement with any labor union or management union or association, works council, employee representative or other labor organization or group of the following, and neither the Company nor Parent shall permit its subsidiaries employees representing Business Employees in a manner that increases compensation or benefits or changes to do any of the following:applicable termination conditions to Business Employees in a manner not permitted by Section 5.6(b)(vi);58

Conduct of Business. During the period from the date of this Agreement Except as otherwise contemplated hereby, and continuing as may be otherwise required by law or any Governmental Authority, Seller agrees that, until the earlier of Closing, it shall conduct, or cause to be conducted, its operations relating to the termination of this Agreement pursuant to its terms or Transferred Assets in the Effective Timeordinary course and consistent with past practices, policies and procedures. Without limiting the Company (which for foregoing, until the purposes of this Article IV Closing, Seller shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) preserve intact the Transferred Assets and beneficial relationships with Customers and vendors in connection with the Transferred Assets, following in all material respects the same practices and standards as required by this Agreement, in effect on the date hereof; (ii) in maintain, service and operate the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, Transferred Assets in substantially the same manner as heretofore conducted previously maintained, serviced and operated and in accordance in all material respects with Sellers’ past practices, policies and procedures relating to the Transferred Assets; (iii) maintain, service and operate the Transferred Assets to be acquired hereunder in compliance with all applicable laws laws, rules and regulations; (iv) not make any material change to Seller’s policies and procedures relating to the Transferred Assets or take any other action that would have a Material Adverse Effect on the Transferred Assets in the aggregate; and (v) comply with the terms and conditions of the Transferred Contracts. Notwithstanding anything herein to the contrary, Seller may continue with its current program with respect to pay its debts and taxes when due subject upgrading the ATMs to good faith disputes over such debts or taxesbring them into compliance with any upcoming regulatory requirements, to pay or perform other material obligations when due subject to good faith disputes over such obligationsspecifically including the MasterCard, and use its commercially reasonable efforts consistent International TRIPLE DES requirement; provided, Seller shall ensure that the upgrade program is implemented in a manner that complies with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealingsTransferred ATM Management Agreements. In addition, except (i) in Seller agrees that, at Purchaser’s request, it will take all necessary action to cancel, not renew or terminate the case of the Company as provided in Article IV of the Company SchedulesConcord Agreement by June 15, (ii) in the case of Parent as provided in Article IV of the Parent Schedules2004, it being understood that Purchaser shall still assume all Liabilities under such agreement and resulting from such cancellation, non-renewal or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:termination.

Conduct of Business. During Except (i) as set forth on Schedule 7.01, (ii) as required by any Law or Order, (iii) for any Exigency Action, (iv) as expressly permitted, required or contemplated by this Agreement or (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until to the earlier of the termination of Closing and the date on which this Agreement pursuant to its terms or is terminated in accordance with Article IX (the Effective Time“Pre-Closing Period”), the Company (which for Corporation shall, and the purposes of this Article IV Corporation shall include the Company and cause each of its subsidiariesSubsidiaries to use commercially reasonable efforts to (A) and Parent (which for conduct their respective businesses in the purposes ordinary course of 45 business in all material respects, it being understood that no action or inaction by the Corporation or any of its Subsidiaries with respect to the matters addressed by any of the provisions of the following sentence shall be deemed to be a breach of this Article IV shall include Parent sentence unless such action or inaction would constitute a breach of such other provisions and each (B) (1) preserve their respective business organizations, operations and goodwill and key employee, customer, vendor and other material business relationships and (2) operate in compliance in all material respects with applicable Law. Without limiting the generality of its subsidiaries) agreethe foregoing, and except (i) as required by this Agreementset forth on Schedule 7.01, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by any Law or Order, or (iii) to for any Exigency Action, (iv) as expressly permitted, required or contemplated by this Agreement or (v) with the extent that the other party shall otherwise prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on delayed) during the business of Parent or CompanyPre-Closing Period, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsCorporation shall not, and use shall cause its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall Subsidiaries not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingto:

Conduct of Business. During Except as contemplated by this Agreement or consented to by Buyer in writing (which consent shall not be unreasonably withheld or delayed), during the period from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company (which for the purposes of this Article IV shall, and shall include the cause each Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiary to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulationsLaws (including the making of payments to the Acquired Companies’ suppliers, to pay its debts and taxes when due subject to good faith disputes over vendors, etc., as such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsbecome due), and with respect to incurring any expense, cost or liability solely in accordance with and as permitted under the Budget and Operating Plan or otherwise in the ordinary course of business consistent with past practice, and to use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and management level employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, brokers, agents, creditors and others with which it has material business dealings. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required contemplated by this Agreement, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, and with respect to incurring any expense, cost or liability, not permitted under or inconsistent with the Budget and Operating Plan or otherwise in the ordinary course of business consistent with past practice, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed with regard delayed), the Company shall not and shall not permit any Company Subsidiary to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable(unless required by Law, in each case after consultation with counsel and, to the ordinary courseextent reasonably feasible, as a standalone entity if the Merger were not consummatedprior written notification of at least five (5) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries days to Buyer) to do any of the following:

Conduct of Business. During the period from After the date of this Agreement and continuing until the earlier of the termination of Effective Time or until this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeis terminated as herein provided, except (i) as required expressly contemplated or permitted by this Agreement, as required by Law (ii) in including the case of the Company Pandemic Measures), as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by any Regulatory Agencies, or (iii) as consented to the extent that the other party shall otherwise consent in writing by FFC (which consent shall will not be unreasonably withheld withheld, conditioned, or delayed with regard to actions that would be reasonably necessary to carry on the business delayed), each of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummatedHBI and its Subsidiaries shall: (1) in writing, to carry on its business diligently, substantially in the manner as is presently being conducted and in the ordinary course, in substantially the same manner as heretofore conducted and in compliance course of business consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and past practices; (2) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganization intact, keep available the services of its the present officers and employees and preserve its present relationships with customerscustomers and Persons having business dealings with it; (3) use commercially reasonable efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, suppliersreasonable wear and tear excepted (including, distributorswithout limitation, licensorsinstalling any upgrades or patches and performing other recommended or required maintenance of its Software); (4) maintain its books, licensees records and others accounts in the usual, regular and ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; (5) not knowingly do or fail to do anything which will cause a breach of, or default in, any contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it has business dealingsis a party or by which it is or may be subject or bound; and (6) take no action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Authority required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. In additionSpecifically, by way of example but not limitation, after the date of this Agreement and until the Effective Time or until this Agreement is terminated as herein provided, except (i) in the case of the Company as provided in Article IV of the Company Schedulesexpressly contemplated or permitted by this Agreement, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this AgreementLaw (including the Pandemic Measures), or as required by any Regulatory Agencies, HBI will not, and will cause its Subsidiaries to not, without the prior written consent (of FFC, which consent shall not be unreasonably withheld denied, withheld, or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Fractal (which for the purposes of this Article IV 4 shall include the Company Fractal and each of its subsidiaries) and Parent MetaTools (which for the purposes of this Article IV 4 shall include Parent MetaTools and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company Fractal as provided in Article IV 4 of the Company Fractal Schedules and in the case of Parent MetaTools as provided in Article IV 4 of the Parent MetaTools Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, each of Fractal and MetaTools will promptly notify the other of any material event involving its business or operations. In addition, except (i) as permitted by the terms of this Agreement or the Stock Option Agreements, and except in the case of the Company Fractal as provided in Article IV 4 of the Company Fractal Schedules, (ii) and except in the case of Parent MetaTools as provided in Article IV 4 of the Parent MetaTools Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company Fractal nor Parent MetaTools shall do any of the following, and neither the Company Fractal nor Parent MetaTools shall permit its subsidiaries to do any of the following:: (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) Grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (c) Transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Fractal IP Rights or the MetaTools IP Rights, as the case may be, or enter into grants to future patent rights, other than in the ordinary course of business; (d) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock. (e) Repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the date hereof. (f) Issue, deliver, sell, authorize or propose the issuance, delivery or sale of, any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to 22

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company each of CKS (which for the purposes of this Article IV shall include the Company CKS and each of its subsidiaries) and Parent USWeb (which for the purposes of this Article IV shall include Parent USWeb and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company CKS as provided in Article IV of the Company CKS Schedules and in the case of Parent USWeb as provided in Article IV of the Parent USWeb Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in 25 compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, except each of CKS and USWeb will promptly notify the other of any material event involving its business or operations. CKS and USWeb agree that USWeb may continue to execute its acquisition program in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted without CKS's consent; provided, however, that USWeb must obtain the written consent of CKS, which shall not be withheld unreasonably, prior to completing an acquisition if (i) the business to be acquired, without taking any other acquisition into account, would constitute a "significant subsidiary" of USWeb pursuant to the conditions specified in Rule 1-02(w) of SEC Regulation S-X, substituting 20 percent for 10 percent each place it appears therein or (ii) the aggregate number of shares of USWeb Common Stock issued in connection with all acquisitions after the date of this Agreement and prior to the Effective Time shall exceed 5,000,000. Furthermore, CKS and USWeb agree that during the period prior to the Effective Time they will exchange monthly summary financial data and that their respective senior management groups will participate in informational meetings on a monthly basis, at such time and place as shall be mutually agreeable. No information or knowledge obtained in any investigation will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger. In addition, during the period from the date of this Agreement and continuing until the earlier termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement, and except in the case of the Company CKS as provided in Article IV of the Company CKS Schedules, (ii) and except in the case of Parent USWeb as provided in Article IV of the Parent USWeb Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company CKS nor Parent USWeb shall do any of the following, and neither the Company CKS nor Parent USWeb shall permit its subsidiaries to do any of the following:: (a) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) grant any severance or termination pay to any officer or employee except payments in amounts consistent with policies and past practices or pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing to the other, or adopt any new severance plan; (c) transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the CKS IP Rights or the USWeb IP Rights, as the case may be, or enter into grants to future patent rights, other than in the ordinary course of business; (d) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (e) repurchase or otherwise acquire, directly or indirectly, any shares of capital stock except pursuant to rights of repurchase of any such shares under any employee, consultant or director stock plan existing on the date hereof; (f) issue, deliver, sell, authorize or propose the issuance, delivery or sale of, any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than (i) shares of CKS Common Stock or USWeb Common Stock, as the case may be, pursuant to the exercise of stock options therefor outstanding as of the date of this Agreement, (ii) options to purchase shares 26

Conduct of Business. During the period (a) Except as otherwise ------------------- expressly provided herein, from and after the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Company (which for the purposes of this Article IV Seller shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, operate and maintain the Network in the ordinary course of business consistent with past practice; (ii) in use reasonable commercial efforts to preserve the case Assets and maintain the integrity of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or Network; (iii) use reasonable commercial efforts to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except the Related Employees; (iiv) in the case not sell or transfer any of the Company as provided in Article IV Assets without the prior written consent of Purchaser, which shall not be unreasonably withheld; (v) not amend or terminate any Contract constituting part of the Company SchedulesAssets or waive any default or breach thereunder without the prior written consent of Purchaser, which shall not be unreasonably withheld; (iivi) comply in all material respects with the case Assumed Contracts and Operative Agreements and use reasonable efforts to cure any default or breach by Seller thereunder and notify Purchaser upon receipt of Parent as provided in Article IV notice of the Parent Schedules, any default or breach; and (iiivii) as required by this Agreementnot, without the prior written consent (which of Purchaser, enter into any other contract materially affecting the Network or the Assets, such consent shall not to be unreasonably withheld withheld. Seller will promptly notify Purchaser of any material adverse effect on, or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companyvalue of, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingAssets or the Network. From the date hereof to the Closing, and neither the Company nor Parent shall permit its subsidiaries to do Seller will not take any action or engage in any transaction which would render any of its representations and warranties inaccurate in any material respect as of the following:date hereof or as of the Closing Date.

Conduct of Business. During (a) From the period date of this Agreement to the Effective Time, except as contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, the Company will, and will cause each Company Subsidiary to, conduct its business in the usual and ordinary course in all material respects; preserve the present material business operations, organizations and goodwill; maintain insurance upon all of the material assets of the Company in such amounts and of such kinds comparable to that in effect on the date of this Agreement; maintain all Permits, including Environmental Permits for currently active operations as well as Environmental Permits for inactive operations, including but not limited to the esters operations, the phthalic anhydride operations or the oxo alcohols operations (provided, that the foregoing will not require the Company to renew Permits for inactive operations that lapse due to the passage of time, other than with respect to the Company’s esters, phthalic anhydride and oxo alcohols operations, nor will any such lapse be (or be deemed to be) a breach of this Agreement and, provided further, that Parent and Sub acknowledge and agree that the continued validity of the Environmental Permits for phthalic anhydride and oxo-alcohols could be subject to challenge by Governmental Entities and no such challenge or threatened challenge will constitute a breach of this Agreement by the Company), maintain capital expenditures in all material respects consistent with past practice, maintain and manage the Pension Plans in all material respects consistent with past practice, maintain its books, accounts and records in the ordinary course of business, on a basis consistent in all material respects with past practice; and maintain a normalized level of working capital consistent with past practices. In addition, and without limiting the generality of the foregoing, from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required contemplated by this Agreement, (ii) Agreement or as set forth in the case Section 5.01 of the Company as provided in Article IV Disclosure Letter, the Company will not, and will not permit any Company Subsidiary to, do any of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, following without the prior written consent of Parent (which consent shall will not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:conditioned):

Conduct of Business. During the period from From the date of hereof until the Closing Date, except as expressly contemplated by this Agreement or as otherwise consented to by the Purchaser in writing, the Seller cause each Company to operate their business only in the ordinary course consistent with past practice in substantially the same manner as presently conducted and continuing shall make all reasonable efforts consistent with past practices to preserve their relationships with customers, suppliers and other business relations; provided, however, that the parties acknowledge and agree that Xxx Xxxxxx shall have sole authority to run the business of the Companies from and after the date hereof until the earlier Closing Date in the ordinary course of business and consistent with past practices and no decisions that can impact the termination balance sheet of this Agreement pursuant to its terms either Company shall be made or instituted without the Effective Time, the Company (which for the purposes express approval of this Article IV Xxx Xxxxxx. The Seller shall include the Company and cause each of its subsidiaries) Affiliates to not take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Section 4.1 not being satisfied. Without limiting the generality of the foregoing, the Seller, under the sole direction of Xxx Xxxxxx in the ordinary course of business and Parent (which for the purposes of this Article IV consistent with past practices, shall include Parent and cause each of its subsidiaries) agreeCompany to, except as otherwise agreed in writing by the Purchaser: (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, their businesses in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, course in substantially the same manner as heretofore conducted conducted; (ii) maintain and keep their assets in compliance as good repair, working order and condition as at present, except for depreciation due to ordinary wear and tear; (iii) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained; (iv) perform in all material respects all obligations under all contracts, agreements, documents and instruments to which they are a party; (v) comply in all material respects with all applicable laws and requirements of law, rules, regulations, to pay its debts orders, ordinances and taxes when due subject to good faith disputes over such debts directives, whether federal, state, local, foreign or taxesotherwise; (vi) not enter into or amend, to pay modify, terminate or perform waive compliance with any provision of any contract or commitment other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) than in the case ordinary course of the Company business or as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required specifically contemplated by this Agreement; (vii) not take, without the prior written consent (or fail to take, any action which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business result in a breach in any material respect of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do warranties or an inaccuracy in any material respect in any of the following:representations contained in Section 2.1; (viii) not institute, settle or agree to settle any litigation, action or proceeding before any court or tribunal or government authority and not waive or surrender any rights related to the Business; (ix) not enter into any agreement or make any commitment to take any of the type of action prohibited in the foregoing clauses.

Conduct of Business. During the period from From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Company (which for the purposes of this Article IV shall include the Company conduct its business and each of shall cause its subsidiaries) Subsidiaries to conduct their respective businesses in, and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeonly in, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted course and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsshall use, and use shall cause its commercially Subsidiaries to use, their reasonable best efforts consistent with past practices and policies to preserve intact its their respective present business organizationorganizations, operations, goodwill and relationships with third parties (including, without limitation, customers and vendors) and to keep available the services of its the present directors, officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionkey employees, except (i) in as may be otherwise agreed by the case parties. Without limiting the generality of the foregoing, except as required pursuant to outstanding agreements or obligations of the Company as provided in Article IV or any of its Subsidiaries that have been disclosed to the Company Schedules, (ii) Investor and set forth in the case of Parent as provided in Article IV of Schedules hereto or the Parent SchedulesSEC Reports, or (iii) as required by this Agreementfrom the date hereof until the Closing, without the prior written consent of the Investor (which consent except as expressly permitted or required by this Agreement): (i) the Company shall not, and shall cause each of its Subsidiaries not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on to, sell any of the business of Parent or Company, as applicable, assets (other than inventory in the ordinary course, as a standalone entity if the Merger were not consummatedcourse of business or obsolete assets) of the otherCompany or its Subsidiaries to any Person, neither other than between the Company nor Parent and a Wholly-Owned Subsidiary of the Company, in one transaction or a series of related transactions, in which the fair value of the assets being sold, or the total consideration (in the form of cash or property) to be received by the Company and its Subsidiaries, exceeds $100,000; (ii) the Company shall do not, and shall cause each of its Subsidiaries not to, acquire any assets (other than in the ordinary course of business) of any other Person or acquire any equity, partnership or other interests in any other Person, in one transaction or series of related transactions, in which the total consideration (in the form of cash or property) to be paid by the Company and its Subsidiaries exceeds $100,000; (iii) the Company shall not, and shall cause each of its Subsidiaries not to, take any of the followingactions, omit to take any action or enter into any agreement, commitment or transaction if such action, omission or entering into such an agreement, commitment or transaction had occurred or failed to occur after December 26, 1998 and on or prior to the date of this Agreement, would have caused a breach of Section 2.10 of this Agreement. (iv) the Company shall not, and neither shall cause each of its Subsidiaries not to, take any action that it knows or has reason to believe would cause a representation or warranty of the Company nor Parent set forth herein to be untrue in any material respect if made at the time of such action or at Closing, or a covenant of the Company set forth in Article VII to fail to be satisfied in any material respect (as if such covenant applied at such time); (v) prior to receipt of the Shareholder Approval, the Company shall permit not consent to the amendment of any agreement set forth on Schedule 2.4(c) without the prior written consent of Brera; and (vi) the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, commit or agree to do any of the following:foregoing. Section 5.3

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV 4 shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV 4 shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV 4 of the Company Schedules and in the case of Parent as provided in Article IV 4 of the Parent Schedules, or (iiiii) to the extent that the other party of them shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsdue, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others with which it has business dealings. In addition, each of the Company and Parent will promptly notify the other of any material event involving its business or operations. No information or knowledge obtained in any investigation will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger. In addition, except (i) as permitted by the terms of this Agreement, and except in the case of the Company as provided in Article IV 4 of the Company Schedules, (ii) Schedules and in the case of Parent as provided in Article IV 4 of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following, nor take, or cause or permit to be taken, any other action that would be reasonably likely to have the effect of causing any of its respective representatives or warranties contained in this Agreement to become untrue if such representation or warranty were deemed made at the time such action is taken:

Conduct of Business. During the period from From the date of this Agreement and continuing until the Closing Date, or the earlier of the termination of this Agreement pursuant in accordance with its terms, Management (in its capacity as a Selling Shareholder, director or employee of an Acquired Company) shall and each Executing Selling Shareholder, solely in its capacity as a Selling Shareholder of the Company, shall exercise all rights attaching to its terms or the Effective Time, the Company Shares held by it, and all other powers of control (which for if any) it may have in relation to the purposes conduct of this Article IV shall include the affairs of the Company and to cause (so far as it is within its power to do so) each of its subsidiaries) and Parent (which for Acquired Company to, conduct their businesses in the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeordinary course consistent with past practice, except including using commercially reasonable efforts to (i) as required by this Agreementpreserve intact their respective present business organizations, (ii) maintain in effect Governmental Authorizations necessary for the case conduct of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesAcquired Companies’ business, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present each Acquired Company’s officers and employees employees, and preserve its (iv) maintain satisfactory relationships with the customers, supplierslenders, distributors, licensors, licensees suppliers of the Acquired Companies and others having a business relationship with which it has business dealingsthem. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, without Agreement or pursuant to the prior written consent of Purchaser (which unless the requirement to obtain Purchaser’s consent shall not be unreasonably withheld or delayed with regard to actions that in such instance would be reasonably necessary carry on a violation of Applicable Law), Management (in its capacity as a Selling Shareholder, director or employee of an Acquired Company) shall not, and shall cause each Acquire Company not to, and each Executing Selling Shareholder, solely in its capacity as a Selling Shareholder of the business of Parent or Company, as applicableshall exercise all rights attaching to the Company Shares held by it, and all other powers of control (if any) it may have in relation to the ordinary course, as a standalone entity if the Merger were not consummated) conduct of the other, neither affairs of the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit to cause (so far as it is within its subsidiaries power to do any of the followingso) each Acquired Company not to:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiariesa) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except Except as (i) as otherwise expressly permitted or required under or by this Agreement, (ii) set forth in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent SchedulesSchedule 8.1(a), or (iii) consented to the extent that the other party shall otherwise consent by Boulevard in writing (which consent shall not be unreasonably conditioned, withheld or delayed delayed), (iv) required by any Law or (v) required pursuant to the Restructuring, Spin-off and/or Debt Restructuring, the Company agrees that, from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with regard to actions that would be reasonably necessary to carry on its terms (the business of Parent or Company“Interim Period”), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligationsCompany shall, and shall cause its Subsidiaries to, (x) use its commercially reasonable efforts to conduct its respective business in the ordinary course in a manner consistent with past practices practice in all material respects, (y) prepare, in the ordinary course of business consistent with past practice (except as otherwise required by applicable Law), and policies timely file all material Tax Returns (taking into account all valid extensions) required to preserve intact be filed by it on or before the Closing Date and fully and timely pay all Taxes due and payable in respect of such Tax Returns that are so filed (other than Taxes being contested in good faith through appropriate proceedings) and (z) use its present respective commercially reasonable efforts to preserve, in all material respects, consistent with past practices, its business organizationorganizations intact, keep available including the services material assets and properties of its present officers the business and employees and preserve its relationships relations with customers, suppliers, distributors, licensors, licensees licensee and others distributors having material commercial/business dealings with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV and its Subsidiaries (it being understood that such efforts will not include any requirement or obligation to pay any consideration not otherwise required to be paid by the terms of an existing Contract or grant any financial accommodation or other benefit not otherwise required to be made by the Company Schedules, (ii) in the case terms of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:an existing Contract).

Conduct of Business. During (a) Except as required or expressly permitted by this Agreement (including the consummation of the Restructuring Transactions), as required by applicable Law or as contemplated by Section 7.1(a) of the Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to in accordance with its terms or the Effective Timeterms, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) unless Purchaser otherwise consents in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), (i) the Company shall use commercially reasonable efforts to, and shall cause its Subsidiaries to actions that would be reasonably necessary to carry on the business of Parent or Companyuse commercially reasonable efforts to, as applicable, (A) conduct their respective businesses in all material respects in the ordinary coursecourse of business, (B) preserve intact their business organizations and maintain, in all material respects, goodwill and existing relationships with material commercial counterparties and Governmental Authorities and (C) not intentionally encourage or otherwise intentionally induce any Company Employee to terminate his or her employment or adversely change his or her role at the Company or its Subsidiaries without cause; provided that, the foregoing notwithstanding, the Company and its Subsidiaries may (1) use all available Cash to repay any Indebtedness or make Cash dividends or distributions prior to the Closing Date so long as a standalone entity if the Merger were not consummated) in writingsuch payments, to carry on its business dividends and distributions are reflected in the ordinary course, in substantially estimation and calculation of the same manner as heretofore conducted Cash Amount and in compliance (2) enter into and/or pay any bonus arrangements with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company and its Subsidiaries so long as provided such bonuses are included in Article IV the estimation and calculation of the Company SchedulesNet Working Capital Amount or Transaction Expenses or paid prior to the Closing and reflected in the calculation of the Cash Amount, and (ii) in without limiting the case of Parent as provided in Article IV generality of the Parent Schedulesforegoing, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries Subsidiaries to do any of the followingnot:

Conduct of Business. During (a) Conduct of the period from Business of the Company. From and after the date of this Agreement hereof and continuing until prior to the earlier of the termination of Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to its terms or Section 7.1 (the Effective Time“Termination Date”), the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as may be required by this AgreementLaw, (ii) as may be agreed in the case writing by Parent, (iii) as may be expressly permitted or required pursuant to this Agreement, or (iv) as set forth in Section 5.1(a) of the Company as provided in Article IV Disclosure Letter, the Company covenants and agrees with Parent that the business of the Company Schedules and its Subsidiaries shall be conducted, in the case of Parent as provided in Article IV of the Parent Schedulesall material respects, or (iii) to the extent that the other party shall otherwise consent (which consent only in, and such entities shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Companytake any action except in, as applicable, in the ordinary coursecourse of business, as a standalone entity if consistent with past practice; and the Merger were not consummated) in writing, Company for itself and on behalf of its Subsidiaries agrees with Parent to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve substantially intact its present their business organizationorganizations and goodwill, to keep available the services of its those of their present officers and officers, employees and preserve its consultants who are integral to the operation of their businesses as presently conducted and to maintain satisfactory relationships with customerssignificant customers and suppliers and with other persons with whom they have significant business relations; provided, suppliershowever, distributorsthat no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 5.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Consistent with the foregoing, licensorsthe Company agrees with Parent, licensees on behalf of itself and others with which it has business dealings. In additionits Subsidiaries, that between the date hereof and the earlier of the Effective Time and the Termination Date, and except (iA) in the case of the Company as provided in Article IV of the Company Schedulesmay be required by Law, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iiiB) as required may be agreed in writing by this Agreement, without the prior written Parent after seeking consent (which consent shall will not be unreasonably withheld withheld, conditioned or delayed with regard respect to actions that would clauses (v), (ix), (x), (xii), (xiii), (xiv), (xv), (xvii), (xxi) or (xxii) below), (C) as may be reasonably necessary carry on the business of Parent expressly permitted or Companyrequired pursuant to this Agreement, or (D) as applicable, set forth in the ordinary course, as a standalone entity if the Merger were not consummatedSection 5.1(a) of the otherCompany Disclosure Letter, neither the Company nor Parent shall do not, and shall not permit any Subsidiary of the followingCompany to, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:

Conduct of Business. During From the period from the date of this Agreement and continuing Original Effective Date until the earlier of the Acquisition Merger Effective Time or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company shall, and shall cause its Subsidiaries to (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeor, except (i) as required by this Agreement, (ii) in the case of the Company Joint Ventures, shall use its reasonable best efforts to cause such Joint Venture to), except as provided set forth on Schedule 6.01, as expressly contemplated by this Agreement or as consented to by SPAC in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or writing (iiiincluding email) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), or as may be required by Law (including COVID-19 Measures), (i) use commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary coursecourse consistent with past practice, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organization, assets and ongoing business of the Company and its Subsidiaries and maintain the existing relations and goodwill of the Company and its Subsidiaries with third parties with which the Company or its Subsidiaries have material business dealings, whether they are customers, suppliers, joint venture partners, distributors, creditors, licensors or licensees, (iii) use commercially reasonable efforts to keep available the services of its their present officers and employees key employees, and preserve (iv) use commercially reasonable efforts to maintain all insurance policies of the Company and its relationships Subsidiaries or substitutes therefor; provided that no action or inaction by the Company or any of its Subsidiaries with customersrespect to matters specifically addressed by clauses (a) through (y) below shall be deemed a breach of the foregoing unless such action or inaction would constitute a breach of such specific provision of (a) through (y) below. Except as set forth on Schedule 6.01, suppliers, distributors, licensors, licensees and others as expressly contemplated by this Agreement or in connection with the Private Placement Investment or as consented to by SPAC in writing (which it has business dealings. In additionconsent, except in regards to clauses (a), (b), (d), (i), (p), or (x) (or (y) to the extent it relates to an agreement, undertaking or commitment to take an action prohibited by such clauses) below, shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law, the Company shall not, and the Company shall cause its Subsidiaries, Merger Sub and Pubco not to (or, in the case of Joint Ventures, shall use its reasonable best efforts to cause such Joint Venture not to), during the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period:

Conduct of Business. During Except as otherwise provided for or contemplated by this Agreement or in Schedule 6.1, and except for any acts contemplated by, required by, or in furtherance of the Merger and the other transactions contemplated as a part of the plan referred to under the caption "RECITALS" above, during the period from the date Effective Date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, AWW will conduct the Company (which for AWW Business and operations according to its ordinary and usual course and consistent with past practice, and will use its commercially reasonable best efforts to preserve intact its business organization, to keep available the purposes of this Article IV shall include the Company and each services of its subsidiaries) officers and Parent (which for the purposes of this Article IV shall include Parent employees and each of its subsidiaries) agreeto maintain satisfactory relationships with licensors, except (i) licensees, suppliers, contractors, distributors, customers and others having business relationships with it. Except as required otherwise expressly provided in or contemplated by this Agreement, (ii) and except for any acts contemplated by, required by, or in the case furtherance of the Company Merger and the other transactions contemplated as a part of the plan referred to under the caption "RECITALS" above, after the Effective Date and prior to the Effective Time, AWW will not, without the prior written consent of Liquids, do any of the things listed in this Section 6.1. Further, except as otherwise expressly provided in Article IV or contemplated by this Agreement, and except for any acts contemplated by, required by, or in furtherance of the Company Schedules Mesa Companies Merger Agreement, and in the case of Parent other transactions contemplated as provided in Article IV a part of the Parent Schedulesplan referred to under the caption "RECITALS" above, or (iii) to Liquids will not do any of the extent that acts listed below without the other party shall otherwise prior written consent (of AWW, which consent shall not be unreasonably withheld or delayed with regard withheld. The acts referred to actions that would be reasonably necessary to carry on the business of Parent or Company, above are as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingfollows:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required set forth on Schedule 6.01, as expressly contemplated by this Agreement (including in respect of the Reorganization) or any Ancillary Agreement, (ii) or as consented to by CBAH in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed delayed), or as may be required by Law or with regard respect to actions that would be reasonably necessary any COVID-19 Actions, (i) use commercially reasonable efforts to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organizationorganization and ongoing businesses of the Company, keep available and maintain the services existing relations and goodwill of its present officers and employees and preserve its relationships the Company with customers, suppliers, joint venture partners, distributors, licensorscreditors, licensees landlords and others with which it has other business dealings. In additionrelations of the Company, except and (iii) in the case use commercially reasonable efforts to maintain all insurance policies of the Company as provided in Article IV or substitutes therefor. Without limiting the generality of the Company Schedulesforegoing, except as set forth on Schedule 6.01, as expressly contemplated by this Agreement (ii) including in the case of Parent as provided in Article IV respect of the Parent Schedules, Reorganization) or (iii) as required by this any Ancillary Agreement, without the prior written consent as consented to by CBAH in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydelayed), as applicablemay be required by Law, or in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither connection with the Company nor Parent shall do arranging for debt financing to be available to the Company or any of its Subsidiaries in an amount sufficient to ensure that PubCo and the followingCompany have funds available to pay in full the Company Preferred Stock Redemption together with any financing for any transaction that is not prohibited by Section 6.01(p) (which shall be permitted hereunder), the Company shall not, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, (ii) in connection with the case of the Company Internal Reorganization and Distribution or as provided consented to by Acquiror in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary to carry on the business of Parent or Companyrequired by Law (including COVID-19 Measures), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts to conduct and operate the Company Retained Business in the ordinary course consistent with past practices and policies practice in all material respects, (ii) use commercially reasonable efforts to preserve intact the current business organization and Company Retained Business, and maintain the existing relations and goodwill of the Company and its present business organizationSubsidiaries with customers, suppliers, distributors and creditors of the Company and its Subsidiaries, (iii) carry on the Company Retained Business in compliance in all respects with all applicable Laws, including without limitation, all applicable Health Care Laws, (iv) notify and consult with Acquiror prior to meeting with, or submitting any material correspondence to, the FDA or any other comparable Governmental Authority, other than routine correspondence as may be required in connection with any Permit and (v) use commercially reasonable efforts to keep available the services of its present officers and employees and preserve its relationships with customersofficers; provided, suppliersthat, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of each of the preceding clauses (i)-(v), during any period of full or partial suspension of operations related to COVID-19, or any similar national or international health concern, the Company may, in connection with therewith, take such actions in good faith as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company Schedulesor its Subsidiaries’ or (B) to respond to third-party supply or service disruptions caused thereby, including, but not limited to COVID-19 Measures, and any such actions taken (iior not taken) as a result of, in response to, or otherwise related to such health concerns shall be deemed to be taken in the case “ordinary course of Parent business” for all purposes of this Section 6.01 and not be considered a breach of this Section 6.01; provided, further, that following any such suspension, to the extent that the Company or any of its Subsidiaries took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as provided in Article IV soon as reasonably practicable. Without limiting the generality of the Parent Schedulesforegoing, or (iii) except as required set forth on Schedule 6.01, as expressly contemplated by this Agreement, without the prior written consent Agreement or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed with regard to actions that would delayed), or as may be reasonably necessary carry on the business of Parent or Companyrequired by Law (including COVID-19 Measures), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the Effective Time or the termination of this Agreement pursuant according to its terms or the Effective Timeterms, the Company agrees (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld expressly contemplated by this Agreement or delayed with regard as consented to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writingwriting by Parent), to carry on its and its subsidiaries' business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance course of business consistent with all applicable laws and regulationspast practice, to pay and cause its subsidiaries to pay debts and taxes when due subject to good faith disputes over such debts or taxesdue, to pay or and perform other material obligations when due subject to good faith disputes over such obligationsdue, and to use its commercially all reasonable efforts consistent with past practices and policies to preserve intact its and its subsidiaries' present business organizationorganizations, use its reasonable efforts to keep available the services of its and its subsidiaries' present officers and key employees and use its reasonable efforts to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any event or occurrence not in the ordinary course of its or its subsidiaries' business consistent with past practice, and of any event which it has business dealingscould reasonably be expected to have a Material Adverse Effect on the Company. In additionWithout limiting the foregoing, except (i) as expressly contemplated by this Agreement or as set forth in Item 4.1 of Company Disclosure Letter, neither the case Company nor any of its subsidiaries shall do, cause or permit any of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreementfollowing, without the prior written consent of Parent: (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companya) borrow any money, as applicable, other than in the ordinary coursecourse of business consistent with past practice; (b) enter into any transaction not in the ordinary course of business consistent with past practice or enter into any transaction or make any commitment involving an expense or capital expenditure in excess of $250,000; (c) except for the Merger, merge, consolidate or reorganize with, or acquire any entity; (d) dispose of any of its material assets except in the ordinary course of business consistent with past practice; (e) enter into any material lease or contract for the purchase or sale of any property, real or personal, tangible or intangible, or enter into any agreement of the types described in Section 2.11, except in the ordinary course of business consistent 38 with past practice; (f) terminate the employment of any employee who (i) is in a management position and who has an annual salary equal to or more than $80,000, (ii) has an annual salary equal to or more than $100,000, or (iii) is a software developer (or occupies a similar position/role) on whom any material project (including any software, product or service) is substantially dependent. (g) pay any bonus (except for customary and reasonable sales-related SPIF programs), royalty, increased salary (except for reasonable salary increases in connection with annual reviews consistent with past practices) or special remuneration to any officer, employee or consultant (except pursuant to existing arrangements heretofore disclosed in writing to Parent) or enter into any new employment or consulting agreement with any such person, or enter into any new agreement or plan of the type described in Section 2.15.3; (h) change accounting methods; (i) declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any of its capital stock; (j) amend or terminate any contract, agreement or license to which it is a party except those amended or terminated in the ordinary course of business, consistent with past practice, and which are not material in amount or effect; (k) lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practice, not material in amount, which travel and expenses shall be documented by receipts for the claimed amounts; (l) guarantee or act as a standalone entity if surety for any obligation except for the Merger were not consummatedendorsement of checks and other negotiable instruments in the ordinary course of business, consistent with past practice; (m) waive or release any material right or claim except in the ordinary course of business, consistent with past practice; (n) issue or sell any shares of its capital stock of any class or any other of its securities (except pursuant to Company Options, Company Warrants or Stock Plans outstanding on the otherdate hereof), neither or issue or create any warrants, obligations, subscriptions, options, convertible securities, stock appreciation rights or other commitments to issue shares of capital stock, or accelerate the vesting of any outstanding option or other security (except pursuant to the terms and conditions of Company nor Parent shall do Options, Company Warrants or Stock Plans as in effect on the date hereof); (o) split or combine the outstanding shares of its capital stock of any class or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or affecting any other of its securities; (p) amend its Certificate of Incorporation or Bylaws or other charter documents; (q) agree to any material audit assessment by any tax authority; (r) license any of the followingCompany's technology or any of the Company's Intellectual Property, and neither except in the Company nor Parent shall permit its subsidiaries ordinary course of business consistent with past practice, or take any action which could have the effect of placing any of the Company's Intellectual Property in the public domain; 39 (s) materially change any insurance coverage; or (t) agree to do any of the following:things described in the preceding clauses 4.1(a) through 4.1(s).

Conduct of Business. During Except (a) as set forth on Schedule 5.1, (b) as required by applicable Legal Requirement, (c) as otherwise expressly required or permitted by this Agreement, or (d) with the period prior written consent of Gulliver Media (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing, the Cox TMI and Company (which for the purposes of this Article IV shall, and shall include the cause Company Sub and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeTravel Channel Entities to, except (i) as required by this Agreementconduct the Business in the Ordinary Course in all material respects, (ii) use commercially reasonable efforts to preserve intact their business organizations and operations in all material respects, including, without limitation, operating the case of the Company as provided Business in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesmaterial compliance with all Legal Requirements, or (iii) use commercially reasonable efforts to preserve their goodwill and relationships with customers, employees, advertisers, suppliers, licensors, distributors and others having business dealings with them, in all material respects, and (iv) use commercially reasonable efforts to maintain all Material Business Contracts for the distribution of the Network by any multi-channel video provider existing as of the date of this Agreement (except to the extent that any such Material Business Contract expires by its terms). Notwithstanding the foregoing and for the avoidance of doubt, except as set forth on Schedule 5.1, from or after the date of this Agreement until the Closing, (x) no Material Business Contract (other party shall otherwise than a Material Affiliation Agreement) may be entered into, amended, modified or renewed in any material respect or terminated (other than by permitting the term of such Material Business Contract to expire in accordance with its terms), in each case other than in the Ordinary Course without Gulliver Media’s consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed delayed) and (y) no Material Affiliation Agreement may be amended or modified in any material respect or terminated (other than by permitting the term of such Material Affiliation Agreement to expire in accordance with regard to actions that would be reasonably necessary to carry on the business of Parent or its terms) without Gulliver Media’s consent and (z) nothing contained in this Agreement shall prohibit Company, as applicableCompany Sub or the Travel Channel Entities on or after the date of this Agreement until the Closing from distributing cash to their respective members, in the ordinary courseincluding Cox TMI, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxesthe provisions of the following sentence. From the date hereof through the Closing, Cox TMI shall cause the Travel Channel Entities to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except maintain working capital (iexcluding cash) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Ordinary Course.

Conduct of Business. During the period from (a) From the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company each Closing and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required contemplated by this Agreement, Sellers (i) shall operate the applicable Sites only in the ordinary course of business consistent with past practice; and (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its the present business organization, keep available operations of the services of its present officers Sites and employees and to preserve its relationships with customers, suppliers, distributors, licensors, licensees landlords, tenants, customers and others having material business relationships with which it has business dealingsthe Sites. In addition(b) From the date hereof and except as contemplated by this Agreement and in connection with the consummation of transactions contemplated hereunder, except Sellers shall not, without the written consent of Buyer, not to be unreasonably withheld: (i) sell, dispose of, transfer or encumber any of the Sites, other than (x) Permitted Encumbrances incurred or entered into in the case ordinary course of business or (y) conveyances that are immaterial with respect to the Company as provided in Article IV of the Company Schedules, affected Site or (z) actions taken by eminent domain. (ii) in the case of Parent as provided in Article IV of the Parent Schedulesenter into, or amend, modify or cancel any Land Lease, Tenant Lease or Related Contract or any other material agreement or Contract related to a Site or waive, release or assign any material rights or claims thereunder; 14 <PAGE> (iii) as required make, with respect to the Sites, any loans or advances to, or investments in, any Person, other than in the ordinary course of business; or (iv) agree, whether in writing or otherwise, to take any of the actions set forth in this SECTION 5.4(b) and not otherwise permitted by this Agreement. As reasonably requested from time to time by Buyer, without Sellers shall confer with one or more representatives of Buyer to report material operational matters and the prior written consent (which consent shall not be unreasonably withheld or delayed with regard general status of ongoing operations relating to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Sites. Section 5.5.

Conduct of Business. During the period from From the date hereof until such time as Parent’s designees shall constitute a majority of this Agreement and continuing until the Board of Directors of the Company or the earlier of the termination of this Agreement pursuant to in accordance with its terms or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeterms, except (ia) as expressly required or expressly contemplated by this Agreement, (iib) in the case set forth on Section 6.1 of the Company Disclosure Letter, (c) as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, required by applicable Law or (iiid) as consented to the extent that the other party shall otherwise consent (in writing by Parent, which consent shall may not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on delayed, the business Company will, and will cause each of Parent or Companyits Subsidiaries to, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated(i) in writing, to carry on conduct its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices and policies practice, (ii) use its reasonable best efforts to preserve intact its present business organizationorganization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Authorities and other third parties and to keep available the services of its present current officers and employees employees, (iii) use its reasonable best efforts to protect the Company Intellectual Property, and preserve to avoid infringing, violating, or misappropriating any Intellectual Property of any third party, to the end that the Company’s and its relationships Subsidiaries’ goodwill and ongoing business shall not be impaired in any material respect as of the Closing Date and (iv) comply in all material respects with customersall Laws, suppliers, distributors, licensors, licensees order and others with which it has business dealingsGovernmental Permits applicable to them. In additionaddition to and without limiting the generality of the foregoing, from the date hereof until such time as Parent’s designees shall constitute a majority of the Board of Directors of the Company or the earlier termination of this Agreement in accordance with its terms, except (iw) in the case as expressly required or expressly contemplated by this Agreement, (x) set forth on Section 6.1 of the Company as provided in Article IV of the Company SchedulesDisclosure Letter, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iiiy) as required by this Agreementapplicable Law or (z) as consented to in writing by Parent, without the prior written consent (which consent shall may not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingdelayed:

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or valid termination of this Agreement pursuant to its terms or Article XI (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement or the Ancillary Agreements, as required by this Agreement, (ii) Law or as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), use reasonable best efforts to actions that would be reasonably necessary to carry on operate the business of Parent or Company, as applicable, the Company in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts course consistent with past practices practice; provided, that solely with respect to such obligation (and policies not with respect to any matter described in clauses (a)-(z) below), the Company or any of its Subsidiaries may take any action, including the establishment of any policy, procedure or protocol constituting COVID-19 Measures; provided, further, in each case, that (i) such actions are reasonably necessary, taken in good faith and taken to preserve intact the continuity of the business of the Company and its present business organization, keep available Subsidiaries and/or the services health and safety of its present officers and employees and preserve its relationships with customersemployees, suppliers, distributors, licensors, licensees customers and others with which whom it has business dealingsdealings and (ii) the Company shall inform Acquiror in writing of any such actions prior to the taking thereof (or if not practicable, promptly thereafter) and shall consider in good faith any suggestions or modifications from Acquiror with respect thereto. In additionWithout limiting the generality of the foregoing, except (i) in the case as set forth on Section 7.1 of the Company Disclosure Letter or as provided consented to by Acquiror in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateddenied) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, except as otherwise contemplated by this Agreement or the followingAncillary Agreements or as required by Law:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of (x) the termination Long Stop Date, (y) any material non-performance or material breach of this Agreement pursuant by the Purchaser (including without limitation any failure to its terms pay the Additional Interim Payment to the Company), or (z) the Effective TimeClosing (together with (x) and (y), the “Restricted Period”), the Company will, and will cause any Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted or those reasonably related or ancillary thereto (the “Business”) and do all things necessary to remain duly incorporated validly existing and in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite authority to conduct its business in each jurisdiction in which for its business is conducted except to the purposes extent the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. Without prejudice to the foregoing, during the Restricted Period, other than (I) to satisfy, or as otherwise contemplated by, the terms and conditions of this Article IV shall include Agreement and any agreements contemplated hereby (including without limitation, adopting the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this A&R Shareholders Agreement, (ii) modifying the Board structure as contemplated in advance of the case Closing, and modifying the constitution of the Company as provided in Article IV of to facilitate the Company Schedules and in Transaction, by the case of Parent as provided in Article IV of A&R Shareholders Agreement or by the Parent Schedulesother Transaction Documents, or (iii) entering into an amendment to the extent UMG Agreement pursuant to Section 2.6(a)(iv), provided that the other party form of such amendment shall otherwise consent (be subject to the Purchaser’s consent, which such consent shall not be unreasonably withheld withheld, conditioned or delayed with regard to actions that would be reasonably necessary to carry on delayed), (II) the business granting of Parent options or updating the share structure upon the exercise of options under the Company’s ESOP scheme or as set forth in Schedule 1.1(d), as applicablethe conversion of any outstanding convertible promissory notes or warrant into Shares, or (III) in the ordinary coursecourse of business, as a standalone entity if absent the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case express advance written consent of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the otherPurchaser, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent its Subsidiaries shall permit its subsidiaries or shall agree to do any of the following:(whether conditionally or not):

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or valid termination of this Agreement pursuant to its terms or Article X (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as contemplated by this Agreement or the Ancillary Agreements, as required by this AgreementLaw, (ii) in the case as set forth on Section 6.1 of the Company Disclosure Letter or as provided consented to by Acquiror in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), use reasonable best efforts to actions that would be reasonably necessary to carry on operate the business of Parent or Company, as applicable, the Company in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its course of business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies practice; provided, that, notwithstanding anything to preserve intact its present business organizationthe contrary in this Agreement, keep available the services Company or any of its present officers and employees and preserve its relationships Subsidiaries may take any action, including the establishment of any (or maintenance of any existing) policy, procedure or protocol, in order to respond to the impact of COVID-19 or comply with customersany applicable COVID-19 Measures; provided, suppliersfurther, distributorsin each case, licensors, licensees and others with which it has business dealings. In addition, except that (i) such actions are reasonably necessary, taken in good faith and taken to preserve the case continuity of the business of the Company and its Subsidiaries and/or the health and safety of their respective employees and (ii) the Company shall, to the extent reasonably practicable, inform Acquiror of any such actions prior to the taking thereof and shall consider in good faith any suggestions or modifications from Acquiror with respect thereto. Without limiting the generality of the foregoing, except as provided in Article IV set forth on Section 6.1 of the Company Schedules, (ii) Disclosure Letter or as consented to by Acquiror in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateddenied) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, except as contemplated by this Agreement or the followingAncillary Agreements or required by Law:

Conduct of Business. During Except as set forth in this Agreement or the PSA or with the prior written consent of Requisite Commitment Parties, which consent shall not to be unreasonably withheld, conditioned or delayed (requests for which, including related information, shall be directed to the counsel and financial advisors to the Commitment Parties), during the period from the date of this Agreement and continuing until to the earlier of (1) the termination of Closing Date and (2) the date on which this Agreement pursuant to is terminated in accordance with its terms or (the Effective Time“Pre-Closing Period”), (a) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary coursecourse and, in substantially consistent with the same manner as heretofore conducted and in compliance with all applicable laws and regulationsPSA, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable best efforts consistent with past practices and policies to to: (i) preserve intact its present business organization, business; (ii) keep available the services of its present officers and employees and employees; (iii) preserve its material relationships with customers, suppliers, distributors, licensors, licensees licensees, distributors and others having material business dealings with which it has the Company or its Subsidiaries in connection with their business; and (iv) with respect to the Company, file Company SEC Documents (including, without limitation, its financial statements) with the SEC within the time periods required under the Exchange Act; and (b) the Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction that is material to their business dealings. In addition, except other than: (iA) transactions in the case ordinary course of business; (B) other transactions after prior notice to the Commitment Parties to implement tax planning which transactions are not reasonably expected to materially adversely affect any Commitment Party and (C) transactions expressly contemplated by the PSA or the Transaction Agreements. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course of business of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without and shall require the prior written consent of the Requisite Commitment Parties to the extent not contemplated by the PSA or the Transaction Agreements: (1) any material amendment, material modification, termination, material waiver, material supplement, material restatement or other material change to any Material Contract (other than any Material Contracts that are otherwise addressed by clause (3) below); (2) entry into, or any amendment, modification, termination (other than for cause), waiver, supplement or other change to, any employment agreement to which consent the Company or any of its Subsidiaries is a party or any assumption of any such employment agreement in connection with the Chapter 11 Cases; or (3) the adoption or material amendment of any management incentive or equity plan by any of the Debtors except for the new management incentive plan in accordance with the Term Sheet. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall not be unreasonably withheld give the Commitment Parties, directly or delayed indirectly, any right to control or direct the operations of the Company and its Subsidiaries. Prior to the Closing Date, the Company and its Subsidiaries shall exercise, consistent with regard to actions that would be reasonably necessary carry on the terms and conditions of this Agreement and the PSA, complete control and supervision of the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:Subsidiaries.

Conduct of Business. During (a) Except as required by applicable Law, Judgment or a Governmental Authority, as expressly contemplated, required or permitted by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, during the period from the date of this Agreement and continuing until the Effective Time (or such earlier of the termination of date on which this Agreement is terminated pursuant to its terms Section 7.01), unless Parent otherwise consents in writing (such consent not to be unreasonably withheld, delayed or the Effective Timeconditioned), (i) the Company (which for the purposes of this Article IV shall, and shall include the Company and cause each of its subsidiaries) Subsidiaries to, use its and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, their commercially reasonable efforts to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, respects in the ordinary course, and (ii) to the extent consistent with the foregoing, the Company shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to preserve its and each of its Subsidiaries’ business organizations (including the service of key employees) substantially intact and preserve existing relations with key customers, suppliers and other Persons with whom the Company or its Subsidiaries have significant business relationships, in each case, consistent with past practice. (b) Except as required by applicable Law, Judgment or a Governmental Authority, as expressly contemplated, required or permitted by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, during the period from the date of this Agreement until the Effective Time (or such earlier date on which this Agreement is terminated pursuant to Section 7.01), unless Parent otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to: 31 (i) (A) other than transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, issue, sell, encumber or grant any shares of its capital stock or other equity or voting interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock or other equity or voting interests, or any rights, warrants or options to purchase any shares of its capital stock or other equity or voting interests or other Company Securities; provided that the Company may issue shares of Company Common Stock or other securities (x) as required pursuant to equity awards or obligations under the Company Plans outstanding on the date of this Agreement in accordance with the terms of the applicable Company Plan in effect on the date of this Agreement or granted after the date of this Agreement not in violation of this Agreement or (y) upon conversion of the Convertible Preferred Stock or the 2016 Convertible Notes into shares of Company Common Stock or upon exercise of the Warrants, in each case in accordance with the terms thereof, (B) other than transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, redeem, purchase or otherwise acquire any of its outstanding shares of capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests or other Company Securities (other than (x) pursuant to the cashless exercise of Company Stock Options or the forfeiture or withholding of taxes with respect to Company Stock Options or Company RSUs in accordance with the terms thereof, (y) the retirement and cancellation of the Convertible Preferred Stock in connection with the conversion of the Convertible Preferred Stock into shares of Company Common Stock in accordance with the terms thereof or (z) pursuant to the exercise of the Warrants), (C) establish a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests other than (1) regular quarterly dividends payable to holders of the Convertible Preferred Stock in accordance with the Certificate of Designations and (2) dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its direct or indirect parent, (D) split, combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests or other Company Securities or (E) except as a standalone entity if result of the Merger were not consummatedTransactions, take any action that requires an adjustment to, or authorize any adjustment to, (x) the Conversion Price or the Conversion Rate (each as defined in the 2016 Convertible Note Indenture) of the other2016 Convertible Notes, neither or (y) the Series B Conversion Rate or the Series B Conversion Price (each as defined in the Certificate of Designations) of the Convertible Preferred Stock; (ii) (A) incur any indebtedness or obligations for borrowed money, including any indebtedness evidenced by notes, bonds, debentures or similar Contracts, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company nor Parent shall do or any of its Subsidiaries, or guarantee any of the followingforegoing indebtedness, and neither the Company nor Parent shall permit its subsidiaries obligations or debt securities of another Person or enter into any “keep well” or other agreement to do maintain any of the following:foregoing (collectively, “Indebtedness”), except for (1) intercompany Indebtedness among the Company and its wholly owned Subsidiaries, (2) letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, overdraft facilities or cash management programs, in each case issued, made or entered into in the ordinary course of business, (3) guarantees by the Company of Indebtedness of its Subsidiaries, which Indebtedness is incurred in compliance with this Section 5.01(b)(ii) and (4) Indebtedness incurred under the Senior Secured Credit Facility or other existing bank lines of credit in effect as of the date hereof used to fund short term working capital requirements of Subsidiaries of the Company organized outside of the United States (including in respect of letters of credit); provided that the aggregate amount of Indebtedness (other than in respect of letters of credit) incurred pursuant to this clause (4) shall not exceed at any time $50 million, (B) enter into any swap or hedging transaction or other derivative agreements other than in the ordinary course of business or (C) make any loans, capital contributions or advances to any Person other than (x) to the Company or any wholly owned Subsidiary of the Company, (y) pursuant to Section 5.01(b)(v), and (z) in the ordinary course of business; 32 (iii) sell, lease, license or otherwise transfer to any Person, in a single transaction or series of related transactions, any of its properties or assets including any Intellectual Property, except (A) ordinary course dispositions of inventory and dispositions of obsolete, surplus or worn out assets or assets that are no longer used or useful in the conduct of the business of the Company or any of its Subsidiaries, (B) transfers among the Company and its wholly owned Subsidiaries, (C) leases and subleases of real property owned by the Company or its Subsidiaries and leases or subleases of real property under which the Company or any of its Subsidiaries is a tenant or a subtenant, in each case involving lease payments (over the life of the lease) not exceeding $10 million individually or in the aggregate and following prior good faith consultation with Parent or (D) other sales, leases, licenses or transfers in the ordinary course of business consistent with past practice; (iv) make or authorize capital expenditures that exceed by more than 10% the amount budgeted in the Company’s current plan as of the date hereof that was previously made available to Parent; (v) except as permitted under Section 5.01(b)(iv), make any acquisition of, or investment in, any properties, assets, securities or business (including by merger, sale of stock, sale of assets or otherwise) if the aggregate amount of consideration paid or transferred by the Company and its Subsidiaries in connection with all such transactions would exceed $25 million, except for the acquisitions of supplies, inventory, merchandise or products in the ordinary course of business; (vi) except as required pursuant to the terms of any Company Plan in each case, in effect on the date of this Agreement, (A) grant to any employee of the Company any increase in compensation, other than increases and payouts of compensation to employees below the E2 level in the ordinary course of business, (B) grant to any employee of the Company any increase in severance, retention or termination pay, (C) establish, adopt, enter into, amend in any material respect or terminate any Labor Agreement or material Company Plan, (D) take any action to accelerate funding or any rights or benefits under any material Company Plan, (E) grant or amend any equity or other incentive awards, (F) hire or appoint any employee whose base salary and target bonus opportunity exceeds $500,000 per annum or promote any employee to a position with a base salary and target bonus opportunity that exceeds $500,000 per annum or (G) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; 33 (vii) make any material changes in financial accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, except insofar as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, including Regulation S-X under the Securities Act, or (C) by any Governmental Authority or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization); (viii) amend the Company Charter Documents or amend in any material respect the comparable organizational documents of any Subsidiary of the Company; (ix) grant any Lien (other than Permitted Liens) on any of its material assets other than (A) to secure Indebtedness and other obligations permitted under Section 5.01(b)(ii) or (B) to a wholly owned Subsidiary of the Company; (x) settle or compromise any pending or threatened Action, other than settlements or compromises of any pending or threatened Action (A) reflected or reserved against in respect of such Action in the balance sheet (or the notes thereto) of the Company as of the Balance Sheet Date included in the Filed SEC Documents for an amount not in excess of the amount so reflected or reserved or (B) if the amount of all such settlements and compromises does not exceed $5 million individually or $25 million in the aggregate; provided that no settlement or compromise of any pending or threatened Action may involve any injunctive or equitable relief or impose restrictions on the business activities of the Company or its Subsidiaries, involve any admission of any wrongdoing by the Company or its Subsidiaries, or involve any license, cross license or similar arrangement with respect to Intellectual Property; (xi) (A) make any material change (or file a request to make any such change) in any method of Tax accounting or any annual Tax accounting period, (B) make, change or rescind any material Tax election, (C) settle or compromise any material Tax liability, audit claim or assessment, (D) surrender any right to claim a material Tax refund, (E) file any amended Tax Return with respect to any material Tax, (F) enter into any closing agreement with respect to any material Tax or (G) waive or extend the statute of limitations with respect to any Tax Return reporting a Tax liability in excess of $5 million, other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business; (xii) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than (A) with respect to dormant Subsidiaries or (B) with respect to any merger, consolidation, restructuring, recapitalization or other reorganziation, solely among the Company and any wholly owned Subsidiary of the Company or solely among wholly owned Subsidiaries of the Company; 34 (xiii) (A) modify, amend, terminate or waive, in each case in any material respect, any rights or claims under any Material Contract or any Restricted Contract, or (B) enter into any new agreement that (i) would have been considered a Material Contract if it were entered into prior to the date of this Agreement, other than in the ordinary course of business, (ii) is or would have been considered a Restricted Contract if it were entered into prior to the date of this Agreement or (iii) contains a change in control or similar provision in favor of the other party or parties thereto that would require a material payment to or would give rise to any material rights of such other party or parties in connection with the consummation of the Merger (including in combination with any other event or circumstance) or any subsequent change in control of the Company or any of its Subsidiaries, other than pursuant to a tender process for Contracts with a Governmental Authority; (xiv) (A) fail to diligently prosecute or maintain any material Intellectual Property or fail to exercise a right of renewal or extension under or with respect to any material Intellectual Property or (B) other than in the ordinary course of business subject to customary confidentiality requirements, disclose any material trade secrets of the Company or any of its Subsidiaries; or (xv) authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions. (c) Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations. (d) The Company shall not expressly waive obligations with respect to the disclosure of confidential information in confidentiality agreements entered into with any Person with respect to a Takeover Proposal on or prior to the date hereof. For the avoidance of doubt, the Company, in its sole discretion, shall be entitled to waive or release any preexisting explicit or implicit standstill provisions or similar agreements with any Person or group of Persons. SECTION 5.02.

Conduct of Business. (a) During the period from the date of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant in accordance with its terms, subject to its terms or the Effective TimeSection 7.1(c), the Company (which for the purposes of this Article IV shall include Blocker and the Company and each its Subsidiaries may (1) subject to Section 7.1(a)(iii), use all available Cash to repay any Indebtedness and make Cash distributions or dividends and (2) enter into and/or pay any cash bonus arrangements with employees of the Company and its subsidiariesSubsidiaries so long as such bonuses (x) and Parent are included in the calculation of the Net Working Capital Amount or Transaction Expenses or paid prior to the Closing, (which y) are not included for the purposes of this Article IV Section 7.12 and (z) shall include Parent and each of its subsidiaries) agreenot, except (i) as required by this Agreement, (ii) in the case of any employee who is a party to a Senior Management Agreement, cause such employee's bonus opportunity for purposes of determining such employee's "Post-Sale Compensation" pursuant to the Company as provided in Article IV relevant Senior Management Agreement to exceed the amount set forth opposite such employee's name on Section 7.1(a) of the Company Schedules and in Disclosure Schedule. Except as expressly contemplated or permitted by this Agreement (including the case of Parent as provided in Article IV consummation of the Parent SchedulesRestructuring Transactions and the foregoing sentence), as required by applicable Law or (iiias contemplated by Section 7.1(a) to of the extent that Disclosure Schedule, during the other party shall period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, unless Purchaser otherwise consent consents (which consent shall not be unreasonably withheld withheld, delayed or delayed with regard conditioned), (x) the Company shall, and shall cause its Subsidiaries to, (A) use reasonable best efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, conduct its and their respective businesses in all material respects in the ordinary course, as a standalone entity if the Merger were not consummatedcourse and (B) in writing, to carry on use its business and their respective reasonable best efforts in the ordinary coursecourse of business to preserve the Company's business organization intact in all material respects, in substantially provided that no action by the same manner as heretofore conducted and in compliance Company or its Subsidiaries with all applicable laws and regulationsrespect to matters specifically addressed by any provision of this Section 7.1(a) shall be deemed a breach of this Section 7.1(a), to pay its debts and taxes when due subject to good faith disputes over unless such debts action would constitute a breach of one or taxes, to pay or perform other material obligations when due subject to good faith disputes over more of such obligationsprovisions, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (iy) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries Subsidiaries to do any of the followingnot:

Conduct of Business. During the period from From the date of this the Original Agreement until Closing, Weather I has and continuing until the earlier of the termination of this Agreement pursuant to shall, and has and shall cause its terms or the Effective TimeSubsidiaries to, the Company (which for the purposes of this Article IV and Weather II has and shall include the Company cause Weather I and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required expressly contemplated or permitted by this AgreementAgreement (including, for the avoidance of doubt, as contemplated by the Refinancing Plan, the Spin-Off Plan and the Wind Hellas Spin-Off), or (ii) in the case of transactions listed on Annex 6.1(a)(i), which shall require prior consultation with, but not the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesconsent of, VimpelCom, or (iii) the transactions specified in the the budgets, business plans or forecasts of Weather I attached as Annex 6.1(a)(ii) (the “Weather I Budget”), provided that, for purposes of this Agreement, the issuance of debt by any member of the Globalive group shall be deemed not to be in the Weather I Budget, or (iv) as required by applicable Law, licenses or Permits or (v) to the extent that the other party VimpelCom shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to delayed), carry on the business of Parent or Company, as applicable, their respective businesses in the usual, regular and ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its course of business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance consistent with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, past practice and use its commercially reasonable efforts consistent with past practices and policies to (x) preserve intact its their present business organizationorganizations and (y) maintain their material Permits. Without limiting the generality of the foregoing, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In additionduring such period, except (i) in the case of the Company as provided in Article IV of the Company Schedulesexpressly required by applicable Law, licenses or Permits, (ii) in by contracts entered into before the case of Parent as provided in Article IV date of the Parent SchedulesOriginal Agreement, or (iii) as required expressly contemplated or permitted by this AgreementAgreement (including, without for the avoidance of doubt, as contemplated by the Refinancing Plan, the Spin-Off Plan and the Wind Hellas Spin-Off), or (iv) the transactions listed on Annex 6.1(a)(i), which shall require prior written consultation with, but not the consent of, VimpelCom, or (v) the transactions specified in the Weather I Budget, or (vi) to the extent VimpelCom shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydelayed), as applicableWeather I has not and shall not, in the ordinary course, as a standalone entity if the Merger were and has not consummated) of the other, neither the Company nor Parent and shall do not permit any of the followingits Subsidiaries to, and neither the Company nor Parent Weather II shall not permit its subsidiaries to do Weather I or any of the followingits Subsidiaries to:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Acquisition Merger Effective Time or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company shall, and shall cause its Subsidiaries to (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeor, except (i) as required by this Agreement, (ii) in the case of the Company Joint Ventures, shall use its reasonable best efforts to cause such Joint Venture to), except as provided set forth on Schedule 6.01, as expressly contemplated by this Agreement or as consented to by SPAC in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or writing (iiiincluding email) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably conditioned, withheld or delayed with regard delayed), or as may be required by Law (including COVID-19 Measures), (i) use commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary coursecourse consistent with past practice, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present the current business organization, assets and ongoing business of the Company and its Subsidiaries and maintain the existing relations and goodwill of the Company and its Subsidiaries with third parties with which the Company or its Subsidiaries have material business dealings, whether they are customers, suppliers, joint venture partners, distributors, creditors, licensors or licensees, (iii) use commercially reasonable efforts to keep available the services of its their present officers and employees key employees, and preserve (iv) use commercially reasonable efforts to maintain all insurance policies of the Company and its relationships Subsidiaries or substitutes therefor; provided that no action or inaction by the Company or any of its Subsidiaries with customersrespect to matters specifically addressed by clauses (a) through (y) below shall be deemed a breach of the foregoing unless such action or inaction would constitute a breach of such specific provision of (a) through (y) below. Except as set forth on Schedule 6.01, suppliers, distributors, licensors, licensees and others as expressly contemplated by this Agreement or in connection with the Private Placement Investment or as consented to by SPAC in writing (which it has business dealings. In additionconsent, except in regards to clauses (ia), ‎(b), (d), ‎(j), ‎(p), or ‎(x) (or ‎(y) to the extent it relates to an agreement, undertaking or commitment to take an action prohibited by such clauses) below, shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law, the Company shall not, and the Company shall cause its Subsidiaries, Merger Sub and Pubco not to (or, in the case of Joint Ventures, shall use its reasonable best efforts to cause such Joint Venture not to), during the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingInterim Period:

Conduct of Business. During the period from From the date of this Agreement and continuing until the earlier of the Closing Date or the termination of this Agreement pursuant to in accordance with its terms or (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (iw) as required set forth on Schedule 6.01, (x) as expressly contemplated or permitted by this Agreement, (iiy) as consented to by Acquiror in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard denied), or (z) as required by Law (including COVID-19 Measures), (i) use commercially reasonable efforts to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on conduct and operate its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and (ii) use its commercially reasonable efforts consistent with past practices and policies to preserve intact the current business organization and ongoing businesses of the Company and its present business organizationSubsidiaries and maintain the existing relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries, (iii) use commercially reasonable efforts to keep available the services of their present officers, and (iv) use commercially reasonable efforts to maintain all insurance policies of the Company and its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) Subsidiaries or substitutes therefor; provided that in the case of each of the preceding clauses (i)-(iv), the Company may, in connection with COVID-19 or any COVID-19 Measures, take such actions as provided in Article IV are reasonably necessary (A) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company Schedulesor its Subsidiaries or to preserve its business or (B) to respond to third-party supply or service disruptions caused by COVID-19, including the COVID-19 Measures, and any such actions taken (or not taken) as a result of, in response to, or otherwise related to COVID-19 shall be deemed to be taken in the “ordinary course of business” for all purposes of this Section 6.01 and not be considered a breach of this Section 6.01. Without limiting the generality of the foregoing, except (w) as set forth on Schedule 6.01, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iiix) as required expressly contemplated by this Agreement, without the prior written consent (y) as consented to by Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent denied), or Company(z) required by Law (including COVID-19 Measures), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of Subsidiaries not to, during the followingInterim Period:

Conduct of Business. During Sellers and Buyer shall refrain from taking ------------------- any action which would render any of their respective representations and warranties inaccurate as of the period Closing Date, except for changes therein permitted by this Agreement or resulting from transactions carried out pursuant to this Agreement. Each party shall promptly notify the other of any action, suit, proceeding or investigation that may be threatened, brought, asserted or commenced of which it becomes aware that would have been listed, in the case of Sellers, on Schedule 2.9 hereto or, in the case of Buyer, ------------ on Schedule 3.3 hereof, if such action, suit, proceeding or investigation had ------------ arisen or were in existence on or prior to the date hereof. Sellers shall act diligently and reasonably (a) to preserve the Purchased Assets intact, (b) to keep available, if so requested by Buyer, the services of the present personnel of the Centers and (c) to preserve the goodwill of suppliers and customers of the Centers and others having business relations therewith. Except as otherwise contemplated by this Agreement or consented to in writing by Buyer, Sellers shall conduct the business and continuing until the earlier operations of the termination of Centers in all respects only in the ordinary course and substantially as presently operated. Notwithstanding the foregoing, except as otherwise contemplated by this Agreement pursuant or consented to its in writing by Buyer, Sellers shall not, with respect to the Purchased Assets, sell, lease, transfer (including transfers to any Affiliates of Sellers) or otherwise dispose of (other than in the ordinary course of business consistent with past practice), or mortgage or pledge, or impose or suffer to be imposed any Lien on, any Purchased Assets. In addition, Sellers shall ensure that all liabilities and obligations to vendors, lenders and other creditors are current and not past due in accordance with their customary terms or and the Effective TimeSellers, Stockholder and Executive shall indemnify and hold Buyer harmless against all past due obligations of the Company (which for Centers as of the purposes of this Article IV shall include Closing incurred prior to Closing and not specifically assumed by Buyer as an Assumed Liability. Additionally, pending the Company Closing, and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required otherwise specifically contemplated by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingeach Seller:

Conduct of Business. During Except as expressly permitted by this Agreement or as required by applicable law, during the period from the date of this Agreement and continuing until the earlier Closing, each of the termination Sellers shall, with respect to the Acquired Assets and the operation of this Agreement pursuant the Business, (w) conduct its business in the ordinary course consistent with past practice, which shall include, without limitation, the timely payment, in the ordinary course of business of the Sellers, of all bills, including liabilities for Taxes due and payable with respect to its terms the Acquired Assets or the Effective Time, Business and the Company (which for effecting of capital expenditures consistent with the purposes operation of this Article IV shall include 37 the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, Business in the ordinary course, as a standalone entity if the Merger were not consummated(x) comply in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance all material respects with all applicable laws and regulations(including, to pay its debts and taxes when due subject to good faith disputes over such debts or taxeswithout limitation, to pay or perform other material obligations when due subject to good faith disputes over such obligationsmaintaining any governmental licenses and/or approvals required for the current operation of the Leased Real Property), and all requirements of all Material Contracts and all Permits, (y) use its commercially reasonable efforts consistent with past practices to maintain and policies to preserve intact its present business organization, keep available organization and the goodwill of those having business relationships with it and retain the services of its present officers and those employees set forth on Schedule 5(a) (the “Key Employees”), and preserve its relationships with customers(z) keep in full force and effect all material policies maintained by it, suppliers, distributors, licensors, licensees and others with which it has business dealingsother than changes to such policies made in the ordinary course of business. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, expressly permitted by this Agreement or (iii) as required by applicable law, during the period from the date of this AgreementAgreement to the Closing, neither of the Sellers shall cause or permit itself or any Affiliate of any Seller to, without the prior written consent of (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if case of (iii) below notice to) the Merger were not consummated) Buyer Representative to (provided that any such limitation on an Affiliate of the other, neither the Company nor Parent shall do any of the following, Sellers shall be applicable solely with respect to conduct relating to or affecting the Acquired Assets and neither the Company nor Parent shall permit its subsidiaries to do any operation of the following:Business):

Conduct of Business. During the period from the date of (a) Except as (x) required by applicable Law, (y) otherwise expressly required, permitted or contemplated by this Agreement and continuing until the earlier or (z) otherwise set forth in Section 4.1 of the termination of this Agreement pursuant to its terms or the Effective TimeCompany Disclosure Letter, the Company (which for covenants and agrees that, commencing on the purposes of date hereof and ending at the Effective Time or such earlier date as this Article IV shall include the Company and each of Agreement may be terminated in accordance with its subsidiaries) and terms, unless Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall approve in writing, such approval not to be unreasonably withheld or delayed with regard conditioned (and if Parent fails to actions that would respond in the negative to any consent requested in writing within five (5) Business Days of receipt of such request, Parent shall be reasonably necessary deemed to carry on have granted such consent), the business of Parent or CompanyCompany shall, as applicableand shall cause its Subsidiaries to, conduct their respective businesses in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, course and use its their respective commercially reasonable best efforts consistent with past practices and policies to preserve their respective business organizations intact its present business organizationand maintain existing relations and goodwill with Governmental Entities, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributorsemployees and business associates. Without limiting the generality of the foregoing and in furtherance thereof, licensors, licensees commencing on the date hereof and others ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with which it has business dealings. In additionits terms, except as (iA) required by applicable Law, (B) otherwise expressly required, permitted or contemplated by this Agreement or (C) otherwise set forth in the case Section 4.1 of the Company as provided Disclosure Letter, unless Parent shall otherwise approve in Article IV of the Company Scheduleswriting, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this Agreement, without the prior written consent (which consent shall such approval not to be unreasonably withheld or delayed with regard conditioned, except in the cases of clauses (i), (ii), (iii), (iv), (v), (vi), (viii), (ix), (x), (xi), (xv) or (xviii) (solely to actions that would be reasonably necessary carry on the business extent relating to one of Parent or Companythe preceding clauses), as applicable, to each of which Parent shall have the right to approve in its sole discretion (and if Parent fails to respond in the ordinary coursenegative to any consent requested in writing within five (5) Business Days of receipt of such request, as a standalone entity if the Merger were not consummated) of the otherParent shall be deemed to have granted such consent), neither the Company nor Parent shall do will not and will not permit any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingSubsidiaries to:

Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement (pursuant to its terms either 7.1 or 7.2) or the Effective TimeSecond Closing, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) Timeline and Parent WorkWise agrees (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that expressly contemplated by this Agreement or as consented to in writing by the other party shall otherwise consent Buyer): (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummateda) in writing, to carry on its business in the usual regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, conducted; (b) to pay its debts and taxes Taxes when due subject (i) to good faith disputes over such debts or taxesTaxes; and (ii) to the Buyer’s consent to the filing of material Tax Returns, if applicable; (c) to pay or perform other material obligations when due subject due; and (d) to good faith disputes over such obligations, and use its commercially all reasonable efforts consistent with past practices and policies to preserve intact its present business organizationorganizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Second Closing. Each of Timeline and WorkWise agrees to promptly notify the Buyer of any material event or occurrence not in the ordinary course of Timeline’s, WorkWise’s or, prior to the First Closing, the UK Subsidiary’s business, and of any event which it has business dealingscould reasonably be expected to have a Second Acquisition Material Adverse Change or, prior to the First Closing, a First Acquisition Material Adverse Change. In additionWithout limiting the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required expressly contemplated by this Agreement, neither Timeline nor WorkWise shall do, cause or permit any of the following, without the prior written consent (of the Buyer, which consent shall not be unreasonably withheld withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the followingconditioned:

Conduct of Business. During Commencing on the period from the date of this Agreement Execution Date and continuing until ending on the earlier of the termination Closing Date and the date as of which this Agreement pursuant to its terms is validly terminated by Purchaser or the Effective Time, the Company (which for the purposes of this Article IV shall include the Company and each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by Seller in accordance with this Agreement, (ii) except as otherwise consented to by Purchaser in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall conduct its business in the case of ordinary course and consistent with applicable Laws, Project Permits and Good Operating Practices (including (a) keeping in full force and effect its legal existence, (b) preserving and maintaining the Company Project Assets as provided they are currently being preserved and maintained, (c) maintaining its Books and Records, (d) performing and complying in Article IV of all material respects with the Company Schedules Project Contracts and (e) continuing to develop the Project in the case ordinary course of Parent as provided in Article IV of business and consistent with Good Operating Practices). Without limiting the Parent Schedulesforegoing, Seller shall not, and shall not cause or (iii) permit its Affiliates with respect to the extent that Project to, without the other party shall otherwise prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed delayed): enter into the Construction Agreements other than in substantially and in all material respects in the forms attached to this Agreement; provided, that Seller provides Purchaser with regard any proposed changes to actions such forms at least ten (10) Business Days prior to executing such Contract; provided, further that in no event shall such proposed changes (i) have or would reasonably be expected to have an adverse and material effect on the capacity, availability, operations (including costs of operations), maintenance (including the cost of maintenance), reliability, or safety (including safety of construction) of the Project; (ii) cause or would reasonably be expected to cause the Project not to achieve the Commercial Operation Date by the Commercial Operation Deadline; (iii) amend any of the performance remedies or warranties or the Technical Specifications (as defined in the EPC Agreement) applicable to the Project; or (iv) amend any of the defined terms or provisions from the EPC Agreement or any other Project Contract, to the extent such defined terms or provisions are referred to in this Agreement; except as contemplated in this Section V.8.2, enter into any material Contract relating to the Project, the Project Assets or the Project Site; modify or amend (including change orders) in any material respect, terminate or assign, waive, release or assign any material rights or claims under or provide any material consent under, in each case, the EPC Agreement or any other Project Contract, including any modification, amendment, consent, waiver, release or assignment that: (i) has or would reasonably be expected to have an adverse and material effect on the capacity, availability, operations (including costs of operations), maintenance (including the cost of maintenance), reliability, or safety (including safety of construction) of the Project; (ii) causes or would reasonably be expected to cause the Commercial Operation Date not to occur by the Commercial Operation Deadline; (iii) amends any of the performance remedies or warranties or the Technical Specifications (as defined in the EPC Agreement) applicable to the Project; or (iv) amends any of the defined terms or provisions from the EPC Agreement or any other Project Contract, to the extent such defined terms or provisions are referred to in this Agreement; provided, further, that Seller shall consult with Purchaser at least five (5) Business Days prior to entering into, giving or making any such modifications, amendments, waivers, releases or assignments and provide Purchaser with copies of any such proposed modifications, amendments, waivers, releases or assignments at least five (5) Business Days prior to executing, delivering or approving the same; fail to take such reasonable action as is necessary to maintain, preserve, renew and keep in full force and effect the Project Permits or take or fail to take any reasonable action that would jeopardize the eligibility of the Project for the ITC, PTC, accelerated depreciation or other Renewable Energy Incentives, or materially and adversely affect the Environmental Attributes; take any action or fail to take any reasonable action which would reasonably be reasonably necessary expected to carry on materially adversely affect the business Project or the Project Assets, including the capacity, availability, operations, reliability, schedule or safety (including safety of Parent construction) of the Project; sell, lease, or Company, as applicable, otherwise dispose of (other than in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its course of business in the ordinary courseaccordance with Good Operating Practices), in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulationsor incur or permit to exist a Lien (other than a Permitted Lien) on, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case any of the Company as provided material Project Assets; except in Article IV of connection with obtaining or maintaining the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, Project Permits required or (iii) as required by permitted pursuant to this Agreement, without agree or consent in writing to any matter in connection with any material proceeding by or before any Governmental Authority related to the prior written consent (which consent shall not be unreasonably withheld Project; amend or delayed supplement in any material respect or terminate any Project Permit or any related application therefor; cease to maintain insurance coverage under the Insurance Policies in accordance with regard Section V.10; or enter into any agreement or otherwise commit to take any actions that would be reasonably necessary carry on the business of Parent or Company, as applicable, described in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit its subsidiaries to do any of the following:foregoing clauses.

Conduct of Business. During the period from From the date of this Agreement and continuing until through the earlier of the Closing or valid termination of this Agreement pursuant to its terms or Article X (the Effective Time“Interim Period”), the Company (which for the purposes of this Article IV shall, and shall include the Company and each of cause its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required otherwise explicitly contemplated by this AgreementAgreement or the Ancillary Agreements, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedulesrequired by Law, or (iii) as consented to the extent that the other party shall otherwise consent by Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed denied), (iv) as required to comply with regard COVID-19 Measures or (v) in connection with any commercially reasonable action taken or not taken by the Company or any of its Subsidiaries in good faith to actions that would be reasonably necessary mitigate the risk to carry on the Company or any of its Subsidiaries as a result of COVID-19 (in each case of clause (iv) and/or clause (v) of this Section 6.1, but only to the extent reasonable and prudent in light of the business of Parent or Companythe Company and its Subsidiaries and, as where applicable, the circumstances giving rise to adverse changes in respect of COVID-19 or the COVID-19 Measures (collectively the “COVID-19 Changes”)), use reasonable best efforts to operate the business of the Company in the ordinary coursecourse of business, as a standalone entity if the Merger were including, but not consummated) in writinglimited to, continuing to carry on maintain its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships relationship with customers, supplierssuppliers and vendors, distributorsaccrue and collect accounts receivable, licensorsaccrue and pay accounts payable and other expenses, licensees and others establish reserves for uncollectible accounts and doubtful receivables consistent with which it has business dealingscustom and past practice. In additionWithout limiting the generality of the foregoing, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) as required by this AgreementAgreement or the Ancillary Agreements, without as required by Law, as required by the prior written consent COVID-19 Measures or in connection with the COVID-19 Changes, as set forth on Section 6.1 of the Company Disclosure Letter or as consented to by Acquiror in writing (which consent shall not be unreasonably withheld conditioned, withheld, delayed or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companydenied), as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do any of the followingnot, and neither the Company nor Parent shall permit cause its subsidiaries to do any of the followingSubsidiaries not to:

Conduct of Business. During the period from (a) After the date of this Agreement and continuing until the earlier of the termination of Effective Time or until this Agreement pursuant to its terms or the Effective Timeis terminated as herein provided, the Company (which for the purposes of this Article IV shall include the Company and each of AJSB and its subsidiariesSubsidiaries shall: (1) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agree, except (i) as required by this Agreement, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) in writing, to carry on its business diligently, substantially in the manner as is presently being conducted, and in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and course of business; (2) use its commercially reasonable best efforts consistent with past practices and policies to preserve its business organization intact its present business organizationin all material respects, keep available the services of its the present officers and employees employees, and preserve its present relationships with customerscustomers and Persons having business dealings with it; (3) use reasonable best efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, suppliersreasonable wear and tear excepted; (4) maintain its books, distributorsrecords, licensorsand accounts in the usual, licensees regular, and others ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; and (5) not knowingly do or fail to do anything which will cause a material breach of, or default in, any material contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it has business dealingsis a party or by which it is or may be subject or bound. In additionFrom the date hereof until the Effective Time or until this Agreement is terminated as herein provided, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, expressly contemplated or (iii) as required permitted by this Agreement, without the prior written consent (including consent delivered by email) of NWIN which consent shall not be unreasonably withheld (which prior written consent shall be deemed to have been given, if NWIN has not objected to a proposed action by AJSB on or delayed with regard to actions that would be reasonably necessary carry on the before three business of Parent or Companydays after written notice thereof has been given by AJSB and received by NWIN, as applicablewhich notice shall contain sufficient information, in NWIN’s reasonable discretion, regarding the ordinary coursematter for which AJSB is seeking consent), as a standalone entity if the Merger were AJSB will not consummated) of the other, neither the Company nor Parent shall do any of the following, and neither the Company nor Parent shall permit will cause its subsidiaries Subsidiaries to do any of the followingnot:

Conduct of Business. During the period from the date of Except as otherwise expressly contemplated by this Agreement and continuing Agreement, or as required by Law or Governmental Entity, Cinemark covenants that until the earlier of the termination of this Agreement pursuant to its terms or and the Effective TimeClosing, the Company (which for the purposes of this Article IV it shall, and shall include the Company and cause each of its subsidiaries) and Parent (which for the purposes of this Article IV shall include Parent and each of its subsidiaries) agreeSubsidiaries to, except (i) as required by this Agreementoperate its business in the Ordinary Course of Business, (ii) in the case of the Company as provided in Article IV of the Company Schedules and in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) to the extent that the other party shall otherwise consent (which consent shall not be unreasonably withheld or delayed with regard to actions that would be reasonably necessary to carry on the business of Parent or Company, as applicablecontinue, in a manner consistent with the ordinary course, as a standalone entity if the Merger were not consummated) in writingpast practices, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted maintain and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, and to keep available the services of its present officers and employees and preserve its relationships with customerssignificant employees, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition, except (i) in the case of the Company as provided in Article IV of the Company Schedules, (ii) in the case of Parent as provided in Article IV of the Parent Schedules, or (iii) maintain its ordinary and customary relationships with its suppliers, customers and others having business relationships with it with a view toward preserving for Buyer the businesses of Cinemark and its Subsidiaries, the assets used therein and the goodwill associated therewith, (iv) operate its cash management in accordance with past practices, including the payment of Indebtedness (subject to Section 6.2(b)), purchase of inventory, provision of services, payment of payables and incurrence of and payment or financing of capital expenditure, (v) maintain the material assets of Cinemark and its Subsidiaries in good repair, order and condition (normal wear and tear excepted) consistent with current needs, and (vi) pay all material Taxes as required such Taxes become due and payable in the Ordinary Course of Business, except Taxes being contested in good faith by appropriate proceedings, provided that appropriate reserves or accruals have been established in accordance with GAAP for all such Taxes being so contested. Until the earlier of the termination of this AgreementAgreement and the Closing, Cinemark shall not, and shall cause its Subsidiaries not to, without the prior written consent approval of Buyer (which consent shall approval will not be unreasonably withheld and with respect to which Buyer will use its commercially reasonable efforts to respond to any request by Cinemark for such approval within three Business Days of receiving such request) or delayed with regard to actions that would be reasonably necessary carry on the business of Parent or Companyas otherwise expressly contemplated by this Agreement, as applicable, in the ordinary course, as a standalone entity if the Merger were not consummated) of the other, neither the Company nor Parent shall do take any of the following, and neither the Company nor Parent shall permit its subsidiaries following actions with respect to do Cinemark or any of the followingits Subsidiaries: