Common use of Conduct of Company Business Clause in Contracts

Conduct of Company Business. From the date hereof to the Closing, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of its business in its present condition, except for ordinary wear and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of its business in the usual, regular and ordinary manner consistent with past practice; (f) comply in all material respects with all Laws applicable to the conduct of its business; (g) not enter any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described above.

Conduct of Company Business. From (a) Except as set forth on Schedule 6.1 of the date hereof to the ClosingCompany Disclosure Letter, except as expressly contemplated permitted or required by this Agreement Agreement, as may be required by applicable Law or otherwise consented to by Buyer Purchaser in writing, Sellers Seller covenants and agrees that, from and after the Execution Date until the earlier of the Closing Date and the termination of this Agreement pursuant to Article IX, it (x) shall use their reasonable best efforts to not transfer or otherwise dispose of any of the Subject Securities and (y) shall cause the Company to, and the Company shall: to (ai) conduct its business only in the usualordinary course, regular (ii) use commercially reasonable efforts to preserve substantially intact the present business organization, operations, goodwill and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all assets of the structuresCompany, equipment, vehicles and other tangible personal property (iii) use commercially reasonable efforts to keep available the services of its current officers and employees and preserve its existing relationships with its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it, (iv) use commercially reasonable efforts to maintain the assets and properties of, or used by, the Company in its present their current condition, except for ordinary wear and tear excepted, (v) maintain insurance upon all of the properties and damage by unavoidable casualty assets of the Company in such amounts and sales of inventory such kinds comparable to that in effect on the ordinary course of business; Execution Date, (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (evi) maintain the books of account and records relating to the assets of its business the Company in the usual, regular and ordinary manner manner, in accordance with its usual accounting practices, and (vii) use commercially reasonable efforts to maintain in full force and effect all Company Leases that are presently producing in paying quantities; provided, however, that where a specific dollar or materiality threshold is used to qualify an action or inaction with respect to the matters specifically addressed by any provision of Section 6.1(b) or Section 6.1(c), the taking of such specifically described action or inaction shall not be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 6.1(b) or Section 6.1(c). (b) Except as set forth on Schedule 6.1 of the Company Disclosure Letter, as expressly permitted or required by this Agreement, as may be required by applicable Law or otherwise consented to by Purchaser in writing, from and after the Execution Date until the earlier of the Closing Date and the termination of this Agreement pursuant to Article IX Seller shall not permit the Company to: (i) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, the Company other than in accordance with Section 6.20; (B) split, combine or reclassify any capital stock of, or other equity interests in, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for equity interests in the Company; or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, the Company; (ii) offer, issue, deliver, grant, sell or transfer, or authorize or propose to offer, issue, deliver, grant, sell or transfer, any capital stock of, or other equity interests in, the Company or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests; (iii) amend or propose to amend the Company’s Organizational Documents; (iv) (A) merge, consolidate, combine or amalgamate with any Person or (B) acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, licensing, or by any other manner), any business or any corporation, partnership, association or other business organization or division thereof, in each case, other than (y) acquisitions of assets for which the consideration is less than $2,000,000 individually and $5,000,000 in the aggregate for all such acquisitions or (z) acquisitions of inventory or other similar assets in the ordinary course of business or pursuant to existing contracts; (v) sell, lease, swap, exchange, transfer, farmout, license, Encumber (other than Permitted Encumbrances), abandon, permit to lapse, discontinue or otherwise dispose of, or agree to sell, lease, swap, exchange, transfer, farmout, license, Encumber (other than Permitted Encumbrances), abandon, permit to lapse, discontinue or otherwise dispose of, any of the Assets, in each case, other than lease expirations in accordance with their terms; other than (A) pursuant to a Company Contract in effect on the Execution Date and described on Schedule 4.17, (B) sales, leases, exchanges or dispositions for which the cash consideration is less than $200,000 individually, or $500,000 in the aggregate, (C) sales of obsolete or worthless equipment in the ordinary course of business consistent with past practice; , (fD) comply in all material respects with all Laws applicable to the conduct sale of its business; (g) not enter any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected Hydrocarbons in the ordinary course of business, (E) swaps of assets or property in the Permian Basin, which may include cash consideration, of up to $5,000,000 in the aggregate for all such swap transactions, (F) any Hedge provided such Hedge is consistent with the parameters set forth on Schedule A or (G) as permitted by Section 6.20; (hvi) create authorize, recommend, propose, enter into, adopt a plan or permit announce an intention to exist any Lien on the assets adopt a plan of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company other than a Permitted LienCompany; (ivii) not enter into change in any material respect the accounting principles, practices or materially modify any agreement for indebtedness methods of the Company, except as required by changes in GAAP or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its businessapplicable Law; (jviii) not take any action with respect to, or make any material except as resulting from a change in its accounting or Tax policies or procedures; (k) not otherwise required by Law, make, change or revoke any material Tax election or settle or compromise any Tax Liability, or amend any Tax Returnelection, change an annual Tax accounting period, adopt or change any Tax accounting method, file any material amended Tax Return, enter into any material closing agreementagreement with respect to Taxes, settle any material Tax claim claim, audit, assessment or assessmentdispute, surrender any right to claim a refund of Taxesmaterial refund, consent agree to any an extension or waiver of the limitation period applicable statute of limitations with respect to the assessment or determination of any Tax claim or assessmentmaterial Tax, or take any action which is reasonably likely to result in a material increase in the Tax liability of the Company; (ix) (A) incur, create or assume any Indebtedness or guarantee any such Indebtedness of another Person or (B) create any Encumbrances on any property or assets of the Company in connection with any Indebtedness thereof, other similar action relating than Permitted Encumbrances; provided, however, that the foregoing clauses (A) and (B) shall not restrict the incurrence of Indebtedness (1) under existing credit facilities in an amount not to exceed $85,000,000, (2) incurred or assumed in connection with any acquisition permitted by Section 6.1(b)(iv); (3) subject to prior written consent of Purchaser, refinancing the Seller Facility; provided that there will be no obligations binding on the Company following Closing or (4) the creation of any Encumbrances securing any Indebtedness permitted by the foregoing clauses (1), (2) or (3); provided that such Encumbrances with respect to the filing Company shall be released at Closing; (x) other than in the ordinary course of business (with respect to the Company Contracts described in clauses (i), (iv), (v), (vii), (x), (xiii), (xvi) and (xvii)), (A) enter into any Tax Return contract that would be a Company Contract if it were in effect on the Execution Date and (B) modify, amend, terminate or assign, or waive or assign any material rights under, any Company Contract (including the renewal of existing Company Contract on substantially the same terms in the ordinary course of business consistent with past practice); (xi) cancel, modify or waive any debts or claims held by the Company having a value in excess of $5,000,000 in the aggregate; (xii) commence any Proceeding or waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise, any Proceeding (excluding any audit, claim or other Proceeding in respect of Taxes) other than Proceedings (A) the settlement of which would involve only the payment of money (not covered by insurance) by the Company of any Taxamount not exceeding $2,000,000 in the aggregate and (B) would not result in any restriction on future activity or conduct of the Company or a finding or admission of any violation of Law; provided, if such election, adoption, change, amendment, agreement, settlement, surrender, consent that any Transaction Litigation shall be subject to Section 6.8; (xiii) (A) amend the Midstream Agreements or enter into any other action would have contract or agreement with a counterparty to the Midstream Agreements or their Affiliates that has the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any an amendment to the Midstream Agreements or (B) enter into any agreement with respect to the sale or other disposition (other than a Tax Return distribution to Seller or files and amended Tax Returnits Affiliates) of any Excluded Subsidiary; (lxiv) engage in any business other than owning and operating upstream oil and gas properties in the Delaware Basin (including oil and gas properties operated by Third Parties); (xv) grant or create any preferential right or other similar transfer restriction with respect to any material asset of the Company; (xvi) plug and permanently abandon any Company Well without Purchaser’s prior written consent unless required to do so by an applicable Law or authorized regulatory agency; (xvii) enter into or adopt any Employee Benefit Plan, hire or accept the transfer of or engage any individual to be an employee, enter into any contract with any employee or individual providing services in the capacity of an independent contractor, or assume or accept any liability in respect of any Employee Benefit Plan, employee or independent contractor; provided, for the avoidance of doubt, nothing in this Section 6.2(b)(xvii) shall limit Fxxxx Admin to the extent such actions by Fxxxx Admin do not issue any capital stock impose liabilities or securities convertible into capital stockEncumbrances on the Company or Assets; or (mxviii) not authorize or enter into agree to take any commitment with respect to any of the matters described aboveaction that is prohibited by this Section 6.1(b).

Conduct of Company Business. From During the date hereof to period from the Closing, except as expressly contemplated by Agreement Date and continuing until the earlier of the termination of this Agreement or otherwise consented to by Buyer in writing, Sellers shall use their reasonable best efforts to cause and the Company toEffective Time, and subject to applicable Law, the Company shall: (a) except as expressly set forth on Schedule 5.1 of the Company Disclosure Letter, conduct its the business only solely in the usual, regular and ordinary course consistent with past practice (except to the extent expressly provided otherwise herein or as consented to in substantially the same manner as heretofore conductedwriting by Parent) and in compliance with applicable Law; (b) maintain in all material respects (i) pay and perform all of the structures, equipment, vehicles its undisputed debts and other tangible personal property obligations (including Taxes) when due, (ii) use reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of its business in its present condition, except for ordinary wear and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of businessbusiness consistent with past practice, (iii) sell the Company’s products and services consistent with past practice as to license, service and maintenance terms, incentive programs and revenue recognition and other terms and (iv) use its reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees (other than termination for cause, provided that the Company shall have provided reasonable notice to Parent prior to such termination) and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it; (c) keep assure that each of its Contracts entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in full force the obligations of any party thereto in connection with, or terminate as a result of the consummation of, the Transactions, and effect insurance comparable in amount and scope of coverage shall give reasonable advance notice to insurance now carried with respect Parent prior to allowing any Material Contract or right thereunder to lapse or terminate by its businessterms; (d) perform promptly notify Parent of any notice or other communication from any Person alleging that the consent of such Person is or may be required in all material respects all obligations under Contracts relating to or affecting its business;connection with the Transactions; and (e) maintain the books promptly notify Parent of account and records of its business in the usual, regular and ordinary manner consistent with past practice; (f) comply in all material respects with all Laws applicable to the conduct of its business; (g) not enter any employment agreement notice or commitment to employees of its business or effect other communication from any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; Governmental Entity (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of Transactions, (ii) indicating that a Company Authorization is or about to be revoked or (iii) indicating that a Company Authorization is required in any Tax Return jurisdiction in which such Company Authorization has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to Parent (following the Effective Time) or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described aboveCompany.

Conduct of Company Business. From Except as set forth on Part 4.1 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing (the “Pre-Closing Period”), Company agrees, except to the Closing, except as expressly contemplated extent permitted by the terms of this Agreement or otherwise consented to by Buyer the extent Contributor consents in writing, Sellers shall to (i) conduct its operations according to its ordinary course of business; (ii) use their its reasonable best efforts to cause preserve intact its business, to keep available the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property services of its officers and employees and to maintain existing relationships with licensors, licensees, suppliers, distributors, consultants, customers and others having material business in its present conditionrelationships with it, except for ordinary wear and tear and damage by unavoidable casualty and sales in each case, to the extent that the termination of inventory any such services or relationships is in the ordinary course of business; (iii) not take any actions with respect to the accounting books and records of the Group Companies that are not consistent with the Group Companies’ past practice and (iv) not take any action which would reasonably be expected to adversely affect its ability to consummate the Exchange or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or as set forth on Part 4.1 of the Company Disclosure Schedule, during the Pre-Closing Period, Company will not, and will not permit any Group Company to, without the prior written consent of Contributor (which consent shall not be unreasonably withheld, delayed or conditioned), directly or indirectly, do any of the following: (a) amend or otherwise change any of its Organizational Documents, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise; (b) except pursuant to the exercise of any Company Options outstanding as of the date hereof, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including any phantom interests and profits interests); (c) keep redeem, repurchase or otherwise acquire, directly or indirectly, any Company Common Shares (including, for the avoidance of doubt, Company Options and restricted Company Common Shares) (other than pursuant to a currently outstanding repurchase right in full force and effect insurance comparable in amount and scope favor of coverage to insurance now carried Company with respect to its businessunvested shares, at no more than cost); (d) perform in all material respects all incur any indebtedness or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations under Contracts relating to or affecting its businessof others; (e) maintain the books sell, pledge, dispose of account and records or create an Encumbrance with respect to any assets, except for (i) sales of its business assets in the usual, regular ordinary course of business and ordinary in a manner consistent with past practice, (ii) sales of assets not in the ordinary course of business and not exceeding $500,000, individually or in the aggregate, and (iii) dispositions of worthless assets; provided, however, that notwithstanding the foregoing, in no event shall the Company or any Group Company sell, pledge, dispose of or create an Encumbrance with respect to any asset or assets that are material to the operation of the business of the Company and the Group Companies, taken as a whole (including, for the avoidance of doubt, any plant assets); (f) comply except as contemplated pursuant to Section 5.18 of this Agreement, accelerate, amend or change the period (or permit any acceleration, amendment or change) of exercisability of options or warrants or authorize cash payments in all material respects with all Laws applicable to the conduct of its businessexchange for any options; (g) not enter except as contemplated pursuant to Section 5.18 of this Agreement, accelerate the vesting of or amend any employment agreement Company Restricted Stock Award; (i) except as otherwise provided in Section 5.19 of this Agreement, declare, set aside, make or commitment to employees pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly owned Subsidiary may declare and pay a dividend to its parent, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries, or propose to do any of the foregoing; (i) sell, assign, transfer, license, sublicense or otherwise dispose of any Intellectual Property Rights (other than non-exclusive licenses in the ordinary course of business consistent with past practice); (j) acquire or agree to acquire (by merger, consolidation, or acquisition of stock or assets in or a portion of) any corporation, partnership, joint venture, association or other business organization or division thereof or any securities, rights, properties or assets thereof that are, individually or in the aggregate, in excess of $1,000,000, or enter into any joint venture or similar arrangement; (k) dispose or agree to dispose (by merger, consolidation, or acquisition of stock or assets in or a portion of) of any corporation, partnership, joint venture, association or other business organization or division thereof or any securities, rights, properties or assets thereof; (l) enter into or amend any material terms of any Company Contract or any contract that would be a Company Contract if in existence on the date hereof, grant any release or relinquishment of any material rights under any Company Contract, terminate any Company Contract, or assign or sublet any lease; (m) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (n) enter into any Contract with any Affiliate; (o) enter into any new line of business or modify any existing lines of business; (p) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures or write-down or write-up the value of any asset or write-off any accounts receivable or notes receivable or accelerate or delay the payment of accounts payable, accelerate or delay the collection of any notes or accounts receivable or fail to timely pay accounts payable and other business obligations or to collect accounts receivable, or otherwise deviate from historical practices in respect of recurring accrued liabilities, including, but not limited to, warranties, insurance, compensation, marketing accruals and customer deposits; (q) (i) make or change any Tax election, (ii) change any Tax accounting period or method, (iii) settle or compromise any material federal, state, local or foreign Tax liability, or (iv) take any other action with which could increase the Tax liability of the Group Companies after the Closing Date or compromise any Tax assets of the Group Companies; (r) pay, discharge, settle, compromise or satisfy any pending claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (i) the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Company Financials, or incurred in the ordinary course of business and consistent with past practice or (ii) any payment, discharge, settlement, compromise or satisfaction of any claims, liabilities or obligations which payment, discharge, settlement, compromise or satisfaction does not provide for, and is not contingent upon, any order, injunction or other equitable relief or relief other than money damages, and with monetary damages not exceeding $50,000; (s) authorize, solicit, propose or announce an intention to authorize, recommend or propose, or enter into any contract with respect to, any plan of liquidation or dissolution; (t) initiate any litigation, action, suit, proceeding, claim or arbitration (each, an “Action”) or settle or agree to settle any Action (except for any Action arising out of or related to this Agreement or the transactions contemplated hereby in accordance with Section 5.16); (u) except as required pursuant to any Company Employee Plan in effect any as of the date hereof or as required by applicable Legal Requirements, (i) increase in the compensation or other benefits payable or to become payable to any officerdirectors, director executive officers, key employees or employee independent contractors of the Business other than Company or any of its Subsidiaries, except for increases in non-officer employee cash compensation effected in the ordinary course of business; business in amounts not exceeding 3% of each such person’s annual cash compensation as of the date hereof in connection with normal periodic performance reviews, (hii) create grant any severance or permit to exist termination pay to, or enter into any Lien on the assets severance agreement with any director, executive officer, employee or independent contractor of the Company or any of its Subsidiaries, (iii) enter into any employment, severance, retention or change of control agreement with any employee or new hire of the Company or any of its Subsidiaries, (iv) establish, adopt, enter into, amend or terminate any Company Employee Plan or other plan, trust, fund, policy, agreement or arrangement for the benefit of any current or former directors, officers, employees or independent contractors or any of their beneficiaries, except for amendments in the ordinary course of business consistent with past practice that do not in any manner materially increase the cost to the Company or its Subsidiaries, (v) take any action to fund or accelerate the payment of compensation or benefits under any Company Employee Plan, (vi) adopt, enter into, establish, amend or terminate any collective bargaining agreement or other arrangement relating to union or organized employees, (vii) terminate the employment of any executive officer of the Company, other than for cause, (viii) hire or promote any employee other than hires or promotions in the ordinary course of business consistent with past practice below the level of Vice President with a Permitted Lientotal annual compensation (base salary plus annual target bonus opportunity) below $200,000 or (ix) take any action that could reasonably be expected to give rise to any liability or obligation of the Company or any Group Company under the Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local statute; (i) not enter into fail to maintain in full force and effect insurance policies of the Company and its properties, businesses, assets and operations in a form and amount consistent with past practice in all material respects or materially modify any agreement for indebtedness (ii) surrender all or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose portion of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its businessGroup Companies’ life insurance policies; (jw) not take any action with respect tomake or agree to make, or permit any of its Subsidiaries to make any material change in its accounting or Tax policies or procedures; (k) not agree to make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver capital expenditures totaling in the aggregate more than $250,000 other than those capital expenditures contemplated by the Company operating budget as of the limitation period applicable date hereof previously provided to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stockContributor; or (mx) take, or agree in writing or otherwise to take, any of the actions described in Section 4.1(a) through Section 4.1(w) above, or any action which would make any of the representations or warranties of Company contained in this Agreement untrue or incorrect or would prevent Company from performing, or cause Company not authorize to perform, its covenants hereunder or enter into would result in any commitment of the conditions to the Exchange set forth herein not being satisfied. The Parties acknowledge and agree that (i) nothing contained in this Agreement shall give Contributor, directly or indirectly, the right to control or direct the operations of any Group Company prior to the Closing, (ii) prior to the Closing, each Group Company shall exercise, consistent with the terms and conditions of this Agreement, complete control over its operations and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Contributor will be required with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any applicable Legal Requirements. Prior to the matters described aboveClosing, the Group Companies will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective operations.

Conduct of Company Business. From Except as set forth on Section 4.01 of the Company Disclosure Schedule, during the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), Company agrees, except to the Closingextent that Parent Consents in writing (such Consent not to be unreasonably withheld, except conditioned or delayed), or as expressly contemplated permitted by this Agreement or otherwise consented by applicable Legal Requirements, to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary manner course, consistent with past practice, 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, 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 key customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written Consent of Parent, which shall not be unreasonably withheld, conditioned or delayed (and in which event, if Parent has not objected in writing to any request for Consent within 3 calendar days of its receipt thereof provided that at least one full Business Day is included, such Consent shall be deemed irrevocably granted), Company will not, and will not permit its Subsidiaries to, do any of the following: (a) amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise; (b) [reserved]; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Common Stock (other than pursuant a repurchase right in favor of Company with respect to unvested shares at no more than cost); (d) incur any Indebtedness or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create an Encumbrance over any assets (except for (i) sales of assets in the ordinary course of business consistent with past practices, and (ii) dispositions of obsolete or worthless assets); (e) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock or (ii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any subsidiary of Company to repurchase, redeem or otherwise acquire, any of its securities or any securities of its subsidiaries (except pursuant to any Contract to which Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (f) (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets, or allow any material property or assets to become subject to any Encumbrance; (ii) enter into or amend any material terms of any Company Contract or grant any release or relinquishment of any material rights under any Company Contract, with new obligations or losses of rights in excess of $100,000 in the aggregate; (iii) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $100,000, taken as a whole; or (iv) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 4.01(f); (g) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (h) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (i) dispose of any assets or otherwise take any actions other than in the ordinary course of business consistent with past practice; (fj) comply in all material respects with all Laws applicable except to the conduct of its business; (g) not enter any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officerextent expressly permitted by this Agreement, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect that is intended or that would reasonably be expected to, individually or make any material change in its accounting the aggregate, prevent, materially delay, or Tax policies materially impede the consummation of the Merger or proceduresthe other Transactions; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liabilitytake, or amend any Tax Returnagree in writing or otherwise to take, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters actions described in Section 4.01(a) through Section 4.02(j) above. For the avoidance of doubt, nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business operations.

Conduct of Company Business. From During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), Company agrees, except to the Closingextent that Parent consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), as set forth on Part 4.01 of the Company Disclosure Schedule, as expressly contemplated permitted by this Agreement or otherwise consented by applicable Legal Requirements, to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary course, consistent with past practice, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, 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, without limiting the foregoing, other than as expressly contemplated by this Agreement or in connection with the Company Pre-Closing Financing, without obtaining the written consent of Parent, which shall not be unreasonably withheld (and in which event, if Parent has not objected in writing to any request for consent within three (3) calendar days of its receipt thereof, such consent shall be deemed irrevocably granted), Company will not, and will not permit its Subsidiaries to, do any of the following: (a) except as contemplated by Section 5.24, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, or form any subsidiary; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest), other than the issuance of shares of common stock issuable pursuant to employee stock options under currently existing employee stock option plans or pursuant to currently outstanding warrants, as the case may be, which options, warrants or rights, as the case may be, are outstanding on the date hereof) to the extent such issuances comply with all applicable Legal Requirements; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Capital Stock; (d) incur any Indebtedness or sell, pledge, dispose of or create an Encumbrance over any assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practice, and (ii) dispositions of obsolete or worthless assets); (e) accelerate, amend or change the period (or permit any acceleration, amendment or change) of exercisability of options or warrants or authorize cash payments in exchange for any options, except as may be required under any Company Stock Option Plan, Contract or this Agreement or as may be required by applicable Legal Requirements; (f) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquired Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (g) sell, assign, transfer, license, sublicense or otherwise dispose of any Company IP Rights (other than non-exclusive licenses in the ordinary course of business consistent with past practice); (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets, or allow any material property or assets to become subject to any Encumbrance; (ii) enter into or amend any material terms of any Company Contract (other than solely to decrease any payment obligation of the Acquired Company) or grant any release or relinquishment of any material rights under any Company Contract, with new obligations or losses of rights in excess of $50,000 in the aggregate; (iii) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $50,000, taken as a whole; or (iv) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 4.02(h); (i) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (j) (i) increase the wages, salary, commissions, fringe benefits or other compensation or remuneration payable or to become payable to its directors, officers, employees or consultants; (ii) grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officer, employee or consultant; (iii) establish, adopt, enter into, or amend any Employee Benefit Plan, except, in each of the subsections (i) – (iii) for bonus awards in the ordinary course of business consistent with past practice or bonus awards contingent upon the completion of the Transactions or payments, including any severance, termination or change of control payments, in compliance with any such agreements or plans existing as of the date of this Agreement and the plans, agreements or terms of which were made available to Parent prior to the date hereof, or except as required by Legal Requirements; (k) hire any directors, officers, employees or consultants or terminate any directors or officers, except in each case, in the ordinary course of business and in a manner consistent with past practice; (fl) comply in all material respects with all Laws applicable to the conduct of its business; (g) not enter take any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officeraction, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create as required by applicable Legal Requirements or permit GAAP, to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (km) not makemake or change any material Tax election inconsistent with past practices, adopt or change or revoke any Tax election accounting method, or settle or compromise any material federal, state, local or foreign Tax Liabilityliability or agree to an extension of a statute of limitations for any assessment of any Tax; (n) pay, discharge, satisfy, modify or renegotiate any claims or Liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of Company, or amend any Tax Returnpayments, change an annual accounting period, adopt discharges or change any accounting method, file any amended Tax Return, satisfactions made in the ordinary course of business and consistent with past practice; (o) enter into any closing agreementmaterial partnership arrangements, settle any Tax claim joint development agreements or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Returnstrategic alliances; (lp) not issue accelerate the collection of, or otherwise modify Company’s customary accounting or treatment of, any capital stock receivables outside the ordinary course of business consistent with past practice, (q) initiate any litigation, action, suit, proceeding, claim or securities convertible into capital stockarbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration, in each case where Company is claiming, or would be reasonably likely to receive or become obligated for a liability, of more than $50,000 individually; (r) dispose of any assets or otherwise take any actions other than in the ordinary course of business consistent with past practice; or (ms) not authorize take, or enter into any commitment with respect agree in writing or otherwise to take, any of the matters actions described in Sections 4.01(a) through 4.01(r) above.

Conduct of Company Business. From the date hereof to the ClosingExcept as otherwise set forth in Schedule 6.01, except as expressly required by Law or applicable Orders, as permitted, required, contemplated or otherwise provided for by this Agreement or otherwise consented with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement to by Buyer the earlier of the Closing Date and the date on which this Agreement is terminated in writingaccordance with Article VIII, Sellers shall use their reasonable best efforts to cause the Company toshall, and the Company shallshall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice, including with respect to the making of any securities filings in accordance with applicable Law and the engagement and completion of the audit of the Company’s 2014 fiscal year financial statements, and the Company shall use its commercially reasonable efforts, and the Company shall cause each Subsidiary to use its commercially reasonable efforts, to preserve intact its present business organization and its relationship with physicians, Third Party Payors and other parties with which material business relations are conducted, consistent with past practice, and keep available the services of its present officers and key employees. Without limiting the generality of the foregoing, and except as otherwise set forth in Schedule 6.01, as required by Law or applicable Orders or as permitted, required, contemplated or otherwise provided for by this Agreement, during the period from the date of this Agreement through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, the Company shall not, and the Company shall cause each Subsidiary not to, without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned: (a) conduct its business only in amend the usual, regular and ordinary course in substantially certificate of incorporation or by-laws or comparable organizational documents of the same manner as heretofore conductedCompany or any Subsidiary; (b) maintain in all material respects all (i) issue, reissue, sell, pledge or otherwise dispose of, or authorize or propose the issuance, reissuance, sale, pledge or disposition of, shares of capital stock of any class or series or any other equity interests, or any securities convertible into capital stock of any class or series (other than upon exercise of Company Options granted under the Company Stock Plans or upon exercise of Company Warrants outstanding as of the structuresdate hereof) or other equity interests of the Company or any Subsidiary, equipmentor grant or enter into any rights, vehicles and warrants, options, agreements or commitments with respect to the issuance, sale, pledge or disposition of such capital stock or convertible securities or equity interests or amend any terms of any such right, warrant, option, agreement or commitment or (ii) redeem or otherwise acquire, or authorize or propose the redemption or acquisition of, any of the capital stock, securities, equity interests, rights, warrants, options, agreements or commitments described in the immediately preceding clause (i); (i) declare, set aside or pay any dividend or other tangible personal property distribution (whether in cash or assets) in respect of any class or series of its capital stock or other equity interests, in each case, other than dividends and distributions by a Subsidiary of the Company to the Company or a wholly-owned Subsidiary of the Company; or (ii) adjust the exercise price of any Company Option or Company Warrant or make any other payment in respect of any Company Option or Company Warrant in connection with the declaration, setting aside or payment of any dividend or other distribution; (d) adjust, split, combine, subdivide or reclassify any shares of its capital stock or any option, warrant or right relating thereto; (i) sell, lease, transfer or otherwise dispose of any of its properties, assets or rights, other than (A) sales in the ordinary course of business consistent with past practice, (B) dispositions of obsolete or unsalable inventory or equipment or (C) transfers of other properties, assets or rights in an amount not to exceed $250,000 individually or $500,000 in the aggregate; (ii) voluntarily permit any of its present conditionproperties or assets with a value of at least $500,000 to be subjected to any new Liens, except for ordinary wear and tear and damage by unavoidable casualty and sales restrictions or charges other than Company Permitted Liens; (iii) acquire any properties, assets or rights in an amount in excess of inventory $500,000 individually or $1,000,000 in the aggregate; or (iv) lease any properties with annual base rent in excess of $250,000 individually or $500,000 in the aggregate, other than renewals of existing leases in the ordinary course of business; (cf) keep in full force (i) create, incur, issue, assume or guarantee any Indebtedness, other than (1) pursuant to inter-company arrangements among or between the Company and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to one or affecting its business; (e) maintain the books of account and records more of its business wholly owned Subsidiaries or among or between wholly owned Subsidiaries of the Company and (2) the incurrence of Indebtedness under the Credit Agreements in the usual, regular and ordinary manner course of business consistent with past practice; practice for working capital purposes or (fii) comply repay, repurchase, redeem or extinguish any Indebtedness, other than the scheduled payments of principal and interest in all material respects with all Laws applicable to the conduct of its businessamounts and at the times set forth on Schedule 6.01(f); (g) not enter change any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create material accounting, financial reporting or permit to exist any Lien on the assets of Tax principles, practices or methods used by the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not makeSubsidiary, change or revoke rescind any material Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting methodelection, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right agreement relating to claim a refund of Taxes, consent waive or extend the statute of limitations in respect of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business) or settle or compromise any extension material Tax liability, in each case except as may be required in order to comply with changes in GAAP or waiver of the limitation period applicable to any Law, including Tax claim or assessmentLaws, or take as may occur in the ordinary course of business consistent with past practice; (h) (i) enter into, amend or supplement any other similar action relating to the filing of any Tax Return or the payment of any Taxemployment, if such electionseverance, adoption, change, amendment, agreement, settlement, surrender, consent termination or other action would have the effect of increasing the Tax Liability agreement or employee benefit plan, including any of the Company Plans (other than employment, severance or termination agreements with respect to the employment or termination, in the ordinary course of business consistent with past practice, of employees having aggregate annual cash compensation of less than $150,000 each; provided, however, no such severance or termination agreement shall provide for severance or other termination benefits in excess of four weeks of compensation for such applicable employee or any period ending after benefits other than such severance or other termination benefits), (ii) except in the Closing Date ordinary course of business and consistent with past practice or decreasing as required by applicable Law or Order or Contract in effect on the date hereof and made available to Parent, grant, announce or make any Tax attribute change in the compensation, severance or termination benefits payable or to become payable to any of its officers, directors, employees, agents, consultants or independent contractors or (iii) terminate any individual as described on Schedule 6.01(h)(iii) other than for cause (as reasonably determined by the Company), in the ordinary course of business or in accordance with the terms of an applicable employment agreement; (i) except as required by applicable Law or Order or Contract in effect on the date hereof and made available to Parent, enter into, adopt, amend or terminate any collective bargaining agreement; (j) acquire by merging or consolidating with, or by purchasing a substantial portion of the Company existing on assets or equity securities of, or by any other manner, any corporation, partnership, joint venture or other entity, other than such transactions entered into in the Closing Date; ordinary course of business consistent with past practice and Company shall promptly notify Buyer if Company makes with purchase prices not in excess of $2,000,000 in the aggregate; (k) make or authorize any amendment to a Tax Return capital expenditures or files and amended Tax Returncommitment for capital expenditures, other than such expenditures or commitments in the ordinary course of business consistent with past practice; (l) not issue make any capital stock loan to, or securities convertible transfer any asset or pay any commission, salary or bonus to, or pay any rent, fee or other amount to, or enter into capital stockor agree to enter into any transaction with or for the benefit of any Related Party of the Company or any of its Subsidiaries (including Xxxx Capital Partners, LLC), other than pursuant to the transactions and agreements set forth on Schedule 6.01(l)(ii) or enter into or amend any Contract with Xxxx Capital Partners, LLC or any Related Party of the Company or any of its Subsidiaries; (m) enter into any Contract that would be a Company Material Contract or a Company Lease if in effect on the date hereof or amend or terminate any Company Material Contract or Company Lease (or waive or assign any material right thereunder), other than (i) any of the foregoing effected in the ordinary course of business consistent with past practice and involving a Company Material Contract calling for future payments or receipts of less than $250,000, (ii) renewals of existing Company Material Contracts and Company Leases in the ordinary course of business or (iii) any of the foregoing with respect to Contracts for physician services; (n) fail to maintain in full force and effect the existing insurance policies covering the Company and the Subsidiaries and their respective properties, assets and businesses; (o) settle or compromise any material Litigation, including any Litigation relating to the Merger or the transactions contemplated by this Agreement or that would impose any restriction on the business of the Company or any of its Subsidiaries; (p) permit the Company or any Subsidiary (other than Subsidiaries that are in the process of dissolution, liquidation or winding up as of the date hereof as set forth on Schedule 6.01(q)) to dissolve, wind-up or liquidate; or (mq) not authorize or enter into any commitment with respect Contract to take, or authorize, commit or resolve to take, any of the matters described aboveforegoing actions.

Conduct of Company Business. From the date hereof Prior to the ClosingEffective Time, except as set forth in the Transocean Disclosure Letter or the GlobalSantaFe Disclosure Letter or as expressly contemplated by any other provision of this Agreement or otherwise as required by Applicable Laws (provided that the party proposing to take such action has provided the other party with advance notice of the proposed action to the extent practicable), unless the other party has consented to by Buyer in writingwriting thereto, Sellers shall use their reasonable best efforts to cause the Company to, each of Transocean and the Company shallGlobalSantaFe: (a) shall, and shall cause each of its Subsidiaries to, conduct its business only in the operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact their business organizations and goodwill (except that any of its wholly owned Subsidiaries may be merged with or into, or be consolidated with any of its wholly owned Subsidiaries or may be liquidated into it or any of its wholly owned Subsidiaries), keep available the services of their respective officers and employees and maintain satisfactory relationships with those Persons having business relationships with them; (c) shall not amend its memorandum of association or articles of association; (d) in the case of Transocean, shall not permit or allow Merger Sub to amend its memorandum of association or articles of association; (e) shall (i) promptly notify the other of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Transocean Material Contract or GlobalSantaFe Material Contract, as applicable (or communications indicating that the same may be contemplated), or any material litigation or proceedings (including arbitration and other dispute resolution proceedings) or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), and (ii) give prompt notice to the other of any change, occurrence, effect, condition, fact, event, or circumstance known to such party that is reasonably likely, individually or taken together with all material respects all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Material Adverse Effect on such party; provided, however, that (x) no unintentional failure by Transocean to provide a required notice under this Section 7.1(e) with respect to any matter that would not result in a failure of the structurescondition set forth in Section 8.2(a)(ii) or (iii) shall result in a failure of the condition set forth in Section 8.2(a)(i), equipmentand (y) no unintentional failure by GlobalSantaFe to provide a required notice under this Section 7.1(e) with respect to any matter that would not result in a failure of the condition set forth in Section 8.3(a)(ii) or (iii) shall result in a failure of the condition set forth in Section 8.3(a)(i); (f) shall promptly deliver to the other true and correct copies of any report, vehicles statement or schedule filed with the SEC subsequent to the date of this Agreement, other than those filed via the SEC’s XXXXX system; (g) shall not and shall cause each of its Subsidiaries not to, (i) except pursuant to the exercise of options, warrants, conversion rights and other tangible personal property contractual rights existing on the date hereof and disclosed in Section 7.1(g)(i) of the Transocean Disclosure Letter, in the case of Transocean, or Section 7.1(g)(i) of the GlobalSantaFe Disclosure Letter, in the case of GlobalSantaFe, or pursuant to the exercise of awards granted after the date hereof and expressly permitted under this Agreement or in connection with transactions permitted by Section 7.1(j), issue, grant, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any of its capital shares of any class or of any other such securities or agreements of such party or any of its Subsidiaries, or adjust, split, combine or reclassify any capital shares or other equity interests or otherwise change its capitalization as it existed on the date hereof (other than intercompany transactions relating to securities of wholly owned Subsidiaries effected by a party and/or one or more of its wholly owned Subsidiaries), other than grants of Transocean Options or GlobalSantaFe Options, as the case may be, to new hires or promoted employees in the ordinary course of business consistent with past practice and in accordance with Section 7.1(g)(i) of the Transocean Disclosure Letter, in the case of Transocean, or Section 7.1(g)(i) of the GlobalSantaFe Disclosure Letter, in the case of GlobalSantaFe; (ii) amend or otherwise modify any option, warrant, conversion right or other right to acquire any of its capital shares existing or outstanding on the date hereof; (iii) with respect to any of its former, present conditionor future employees, increase any compensation or benefits, or enter into, amend or extend (or permit the extension of) any employment or consulting agreement, except in each case in the ordinary course of business consistent with past practice; (iv) with respect to any of its former, present or future officers (at the vice president level or above) or directors, increase any compensation or benefits or enter into, amend or extend (or permit the extension of) any employment or consulting agreement; (v) adopt any new employee benefit plan (or any award grant thereunder) or agreement (including any stock option, stock benefit or stock purchase plan) or amend (except as required by Applicable Laws) any existing employee benefit plan or agreement in any material respect, except for ordinary wear changes which are less favorable to participants in such plans or the holder of any such agreement or which are deemed necessary to comply with Section 409A of the Code; (vi) except as approved by good faith action of the Board of Directors of such party after the party has provided the other parties with advance written notice of the proposed action and tear consulted in advance with the other parties regarding such action, terminate any executive officer without cause or permit circumstances to exist that would give any executive officer a right to terminate employment if the termination would entitle such executive officer to receive enhanced separation payments upon consummation of the Merger and damage the Reclassification; or (vii) permit any holder of an option to acquire Transocean Ordinary Shares or GlobalSantaFe Ordinary Shares outstanding on the date hereof to have shares withheld upon exercise, for tax purposes, in excess of the number of shares needed to satisfy the minimum statutory withholding requirements for federal and state tax withholding, or otherwise required to satisfy the withholding requirements under Transocean’s policy with respect to foreign tax obligations; (h) shall not and shall cause each of its Subsidiaries not to, (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any of its capital shares, whether payable in cash, stock or any other property or right (other than a dividend, distribution or payment from a direct or indirect wholly owned Subsidiary to that party and/or one or more of its direct or indirect wholly owned Subsidiaries) or (ii) redeem, purchase or otherwise acquire any shares of its capital shares or capital stock of any of its Subsidiaries (other than wholly owned Subsidiaries), or any other securities or agreements of the type described in Section 7.1(g)(i), except as (1) required by unavoidable casualty the terms of any capital stock of, or other equity interests in, such party or any of its Subsidiaries outstanding on the date of this Agreement and described in Section 7.1(h)(ii)(1) of such party’s Disclosure Letter, (2) contemplated by any Transocean Benefit Plan or GlobalSantaFe Benefit Plan, as the case may be, existing on the date of this Agreement and described in Section 7.1(h)(ii)(2) of such party’s Disclosure Letter or (3) in the case of GlobalSantaFe, contemplated by any employment agreement of GlobalSantaFe existing on the date of this Agreement and described in Section 7.1(h)(ii)(3) of the GlobalSantaFe Disclosure Letter; (i) shall not, and shall cause each of its Subsidiaries not to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are individually or in the aggregate material to it and its Subsidiaries as a whole except for (i) sales of inventory surplus equipment, (ii) sales of other assets in the ordinary course of business, or (iii) sales, leases or other transfers between such party and its wholly owned Subsidiaries or between those Subsidiaries; (cj) keep shall not, and shall cause each of its Subsidiaries not to, except pursuant to contractual commitments in full force effect on the date hereof and effect insurance comparable disclosed in amount the Transocean Disclosure Letter or the GlobalSantaFe Disclosure Letter, acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, in each case (i) for an aggregate consideration for all such acquisitions in excess of $25 million (excluding acquisitions approved in writing by each party and scope intercompany acquisitions effected by Transocean and/or one of coverage to insurance now carried with respect to its businessTransocean’s wholly owned Subsidiaries or by GlobalSantaFe and/or one of GlobalSantaFe’s wholly owned Subsidiaries) or (ii) where a filing under the HSR Act or any non-U.S. competition, antitrust or premerger notification laws is required; (dk) perform shall not, except as may be required as a result of a change in all GAAP, change any of the material respects all obligations under Contracts relating to accounting principles or affecting its businesspractices used by it; (el) maintain the books of account shall, and records shall cause each of its business Subsidiaries to, use reasonable efforts to maintain with financially responsible insurance companies insurance in the usual, regular such amounts and ordinary manner consistent with past practiceagainst such risks and losses as are customary for such party; (fm) comply in all material respects with all Laws applicable to the conduct shall not, and shall cause each of its businessSubsidiaries not to, (i) make or rescind any material election relating to taxes, including elections for any and all joint ventures, partnerships, limited liability companies, working interests or other investments where it has the capacity to make such binding election, (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or (iii) change in any material respect any of its methods of reporting any item for tax purposes from those employed in the preparation of its tax returns for the most recent taxable year for which a return has been filed, except as may be required by Applicable Laws; (gn) not enter any employment agreement or commitment to employees shall not, and shall cause each of its business Subsidiaries not to, (i) incur any indebtedness for borrowed money (excluding intercompany indebtedness effected by Transocean and/or one of Transocean’s wholly owned Subsidiaries or effect any increase by GlobalSantaFe and/or one of GlobalSantaFe’s wholly owned Subsidiaries) in excess of, in the compensation case of Transocean, the amount of available borrowing capacity existing from time to time under Transocean’s existing revolving credit facility described in the Transocean Reports filed prior to the date of this Agreement and, in the case of GlobalSantaFe, the amount of available borrowing capacity existing from time to time under GlobalSantaFe’s existing revolving credit facility described in the GlobalSantaFe Reports as filed prior to the date of this Agreement, or benefits payable guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to become payable to acquire any officerdebt securities of it or any of its Subsidiaries or guarantee any debt securities of others, director or employee of the Business other than increases in non-officer employee compensation effected (ii) except in the ordinary course of businessbusiness or with or between its Subsidiaries, enter into any material lease (whether such lease is an operating or capital lease) or create any material mortgages, Liens, security interests or other encumbrances on its property in connection with any indebtedness thereof (other than Permitted Liens) or (iii) make or commit to make aggregate capital expenditures in excess of $100 million per quarter for each quarter from the date of this Agreement to the Effective Time over the capital expenditures forecast disclosed in Section 6.24 of the Transocean Disclosure Letter or Section 5.24 of the GlobalSantaFe Disclosure Letter for such quarter, excluding capital expenditures to repair or replace equipment necessary to continue operation on any drilling unit in a manner consistent with the operation of such drilling unit as of the date of this Agreement; (ho) create shall not, and shall cause each of its Subsidiaries not to, purchase or permit otherwise acquire any Transocean Ordinary Shares or GlobalSantaFe Ordinary Shares; (p) subject to exist Section 7.5, shall not, and shall cause each of its Subsidiaries not to, take any Lien on action that is reasonably likely to delay materially or adversely affect the assets ability of any of the Company parties hereto to obtain any consent, authorization, order or approval of any governmental commission, board or other regulatory body or the expiration of any applicable waiting period required to consummate the transactions contemplated by this Agreement; (q) shall not, and shall cause each of its Subsidiaries not to, mortgage, pledge, hypothecate, grant any security interest in any of its assets, or otherwise subject any of its assets to any other Lien other than a Transocean Permitted Lien or a GlobalSantaFe Permitted Lien, as the case may be; (r) shall (i) not enter into agree or materially modify any agreement for indebtedness commit, in writing or any Contract obligating the Company otherwise, to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described aboveforegoing actions and (ii) cause each of its Subsidiaries not to agree or commit, in writing or otherwise, to take any of the foregoing actions that refer to Subsidiaries; and (s) unless in the good faith opinion of its Board of Directors after consultation with its outside legal counsel the following would be inconsistent with its fiduciary duties, (i) shall not terminate, amend, modify or waive any provision of any agreement containing a standstill covenant to which it is a party; and (ii) during such period shall enforce, to the fullest extent permitted under Applicable Law, the provisions of such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or any state having jurisdiction.

Conduct of Company Business. From During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), Company agrees, except to the Closingextent that Parent consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), as set forth on Part 4.01 of the Company Disclosure Schedule, as expressly contemplated permitted by this Agreement Agreement, in connection with a Permitted Financing or otherwise consented by applicable Legal Requirements, to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary course, consistent with past practice, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, 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, without limiting the foregoing, other than as expressly contemplated by this Agreement or in connection with a Permitted Financing, without obtaining the written consent of Parent, which shall not be unreasonably withheld (and in which event, if Parent has not objected in writing to any request for consent within 3 calendar days of its receipt thereof, such consent shall be deemed irrevocably granted), Company will not, and will not permit its Subsidiaries to, do any of the following: (a) amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except in connection with a Permitted Financing; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest), except for (i) the issuance of shares of Company Capital Stock issuable pursuant to employee stock options under currently existing employee stock option plans or pursuant to currently outstanding warrants or other rights to convert into or exercise for shares of Company Capital Stock, as the case may be, which options, warrants or rights, as the case may be, are outstanding on the date hereof and (ii) in connection with a Permitted Financing; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Capital Stock (other than pursuant a repurchase right in favor of the Company with respect to unvested shares at no more than cost); (d) incur any Indebtedness or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create an Encumbrance over any assets; (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly owned Subsidiary may declare and pay a dividend to its parent; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquired Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (f) accelerate, amend or change the period (or permit any acceleration, amendment or change) of exercisability of options or warrants or authorize cash payments in exchange for any options, except as may be required under any Company Stock Option Plan, Contract or this Agreement or as may be required by applicable Legal Requirements; (g) sell, assign, transfer, license, sublicense or otherwise dispose of any Company IP Rights; (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets, in each case with an individual value in excess of $50,000; (ii) enter into or amend any material terms of any Company Contract or grant any release or relinquishment of any material rights under any Company Contract, with new obligations or losses of rights in excess of $50,000; (iii) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $50,000, taken as a whole or (iv) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 4.01(h); (i) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (j) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (k) (i) increase the wages, salary, commissions, fringe benefits or other compensation or remuneration payable or to become payable to its directors, officers, employees or consultants; (ii) grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officer, employee or consultant; (iii) establish, adopt, enter into, or amend any Employee Benefit Plan, except, in each of the subsections (i) – (iii) for bonus awards in the ordinary course of business consistent with past practice or bonus awards contingent upon the completion of the Transactions or payments, including any severance, termination or change of control payments, in compliance with any such agreements or plans existing as of the date of this Agreement and the plans, agreements or terms of which were made available to the Parent prior to the date hereof, or except as required by Legal Requirements; (l) hire any directors, officers, employees or consultants or terminate any directors or officers, except in each case, in the ordinary course of business and in a manner consistent with past practice; (fm) comply in all make or change any material respects Tax election inconsistent with all Laws applicable past practices, adopt or change any Tax accounting method, or settle or compromise any material federal, state, local or foreign Tax liability or agree to the conduct an extension of its businessa statute of limitations for any assessment of any Tax; (gn) not enter pay, discharge or satisfy any employment agreement claims, liabilities or commitment to employees of its business obligations (absolute, accrued, asserted or effect any increase in the compensation unasserted, contingent or benefits payable or to become payable to any officerotherwise), director or employee of the Business other than increases in non-officer employee compensation effected the payment, discharge or satisfaction in the ordinary course of businessbusiness and consistent with past practice; (ho) create or permit to exist otherwise take any Lien on the assets of the Company actions other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its businessbusiness consistent with past practice; (jp) not enter into any material partnership arrangements, joint development agreements or strategic alliances; (q) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration, in each case where the Company and its Subsidiaries are claiming, or would be reasonably likely to receive or become obligated for a liability, of more than $100,000 individually; (r) except to the extent expressly permitted by this Agreement, take any action with respect that is intended or that would reasonably be expected to, individually or make any material change in its accounting or Tax policies or procedures; (k) not makethe aggregate, change or revoke any Tax election or settle or compromise any Tax Liabilityprevent, materially delay, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver materially impede the consummation of the limitation period applicable to any Tax claim or assessmentMerger, or take any the other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stockTransactions; or (ms) not authorize take, or enter into any commitment with respect agree in writing or otherwise to take, any of the matters actions described in Sections 4.01(a) through (r) above.

Conduct of Company Business. From the date hereof Prior to the ClosingEffective Time, except as set forth in the Company Disclosure Letter or as expressly contemplated by any other provision of this Agreement or otherwise consented to as required by Buyer in writing, Sellers shall use their reasonable best efforts to cause Applicable Laws (provided that the Company tohas provided Parent with advance notice of the proposed action to the extent practicable), and unless Parent has consented in writing thereto, the Company shallCompany: (a) shall, and shall cause each of its Subsidiaries to, conduct its business only in the operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) shall use its commercially reasonable best efforts, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts, to preserve intact their business organizations and goodwill (except that any of its Subsidiaries may be merged with or into, or be consolidated with any of its Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (c) shall not amend its certificate of incorporation or bylaws; (d) shall promptly notify Parent of any material change in all its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material respects all breach of any Company Material Contract (or communications indicating that the same may be contemplated) or any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein; (e) shall promptly deliver to Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (f) executive officer to receive enhanced separation payments upon consummation of the structuresMerger, equipmentor (viii) permit any holder of an option to acquire Company Common Stock outstanding on the date hereof to have shares withheld upon exercise, vehicles for tax purposes, in excess of the number of shares needed to satisfy the minimum statutory withholding requirements for federal and state tax withholding; (g) except for the payment of dividends on shares of Company Redeemable Preferred Stock in amounts required under the terms of the certificate of designation of the Company establishing the Company Redeemable Preferred Stock, shall not (i) declare, set aside or pay any dividend or make any other tangible personal property distribution or payment with respect to any shares of its business capital stock or (ii) redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; (h) shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material to the Company, individually or in its present conditionthe aggregate, except for ordinary wear and tear and damage by unavoidable casualty and sales of inventory surplus equipment or sales of other assets in the ordinary course of business; (ci) keep shall not, and shall not permit any of its Subsidiaries to, except pursuant to contractual commitments in full force effect on the date hereof and effect insurance comparable disclosed in amount and scope the Company Disclosure Letter, acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of coverage to insurance now carried with respect to its businessthe assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, in each case (i) for an aggregate consideration for all such acquisitions in excess of $10 million (excluding acquisitions approved in writing by Parent) or (ii) where a filing under the HSR Act or any non-U.S. competition, antitrust or premerger notification laws is required; (dj) perform shall not, except as may be required as a result of a change in all generally accepted accounting principles, change any of the material respects all obligations under Contracts relating to accounting principles or affecting its businesspractices used by it; (ek) maintain the books of account shall, and records shall cause any of its business Subsidiaries to, use reasonable efforts to maintain with financially responsible insurance companies insurance in the usual, regular such amounts and ordinary manner consistent with past practiceagainst such risks and losses as are customary for such party; (fl) comply in all material respects with all Laws applicable to the conduct shall not, and shall not permit any of its businessSubsidiaries to, (i) make or rescind any material election relating to taxes, including elections for any and all joint ventures, partnerships, limited liability companies, working interests or other investments where it has the capacity to make such binding election, (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or (iii) change in any material respect any of its methods of reporting any item for tax purposes from those employed in the preparation of its tax returns for the most recent taxable year for which a return has been filed, except as may be required by applicable law; (gm) shall not, and shall not enter permit any employment agreement or commitment to employees of its business Subsidiaries to, (i) incur any indebtedness for borrowed money or effect guarantee any increase in the compensation such indebtedness or benefits payable issue or sell any debt securities or warrants or rights to become payable to acquire any officer, director or employee debt securities of the Business other than increases in non-officer employee compensation effected Company or any of its Subsidiaries or guarantee any debt securities of others, (ii) except in the ordinary course of business, enter into any material lease (whether such lease is an operating or capital lease) or create any material mortgages, Liens, security interests or other encumbrances on its property in connection with any indebtedness thereof (other than the Company Permitted Liens) or (iii) make or commit to make aggregate capital expenditures in excess of $3 million per month for each month from the date of this Agreement to the Effective Time over the capital expenditures forecast disclosed in the Company Disclosure Letter for such month, excluding capital expenditures covered by insurance (A) for any partial loss not covered by loss of hire insurance, not in excess of $5 million per occurrence or series of related occurrences and (B) for any vessel for which the Company has bound loss of hire insurance, provided, however, that capital expenditures in connection with the total loss (actual or constructive) of any vessel shall require the consent of Parent; (hn) create except as provided in Section 7.20, shall not, and shall cause its Subsidiaries not to, purchase or permit to exist otherwise acquire any Lien on the assets of the Parent Ordinary Shares, Company other than a Permitted LienCommon Stock or Company Redeemable Preferred Stock; (io) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company subject to purchase goods or services for a period of 90 days or moreSection 7.5, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) shall not take any action with respect tothat is reasonably likely to delay materially or adversely affect the ability of any of the parties hereto to obtain any consent, authorization, order or make approval of any material change in its accounting governmental commission, board or Tax policies other regulatory body or proceduresthe expiration of any applicable waiting period required to consummate the transactions contemplated by this Agreement; (kp) shall not make, change (i) agree in writing or revoke otherwise to take any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable foregoing actions or (ii) permit any of its Subsidiaries to any Tax claim agree in writing or assessment, or otherwise to take any other similar action relating of the foregoing actions that refer to Subsidiaries; and (q) unless in the filing good faith opinion of any Tax Return or the payment Board of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability Directors of the Company for after consultation with its outside legal counsel the following would be inconsistent with its fiduciary duties, (i) shall not terminate, amend, modify or waive any provision of any agreement containing a standstill covenant to which it is a party; and (ii) during such period ending after shall enforce, to the Closing Date or decreasing fullest extent permitted under applicable law, the provisions of such agreement, including by obtaining injunctions to prevent any Tax attribute breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes United States of America or any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described abovestate having jurisdiction.

Conduct of Company Business. From During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), Company agrees, except to the Closingextent that Parent consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), as set forth on Part 4.1 of the Company Disclosure Schedule, as expressly contemplated permitted by this Agreement (including with respect to the Pre-Closing Financing) or otherwise consented by applicable Legal Requirements, to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, 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, and use its commercially reasonable efforts consistent with past practicepractices and policies to preserve intact its 39 present business organization, keep available the services of its present officers and key employees and preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement (including in connection with any Pre-Closing Financing), without obtaining the written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, the Company will not, and will not permit its Subsidiaries to, do any of the following: (a) other than in connection with a Pre-Closing Financing and other than any amendment stating that the allocation of consideration pursuant to this Agreement satisfies any applicable provisions of its certificate of incorporation, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership or economic interest or “phantom” equity interest, except for the issuance of shares of Company Capital Stock issuable pursuant to stock options granted prior to the date hereof under currently existing employee stock option plans or pursuant to outstanding warrants, convertible notes, or other rights to convert into or exercise for shares of Company Capital Stock, in each case, outstanding as of the date hereof; and the issuance of any securities of the Company in connection with a Pre-Closing Financing (including securities issued upon conversion of any securities issued in connection with a Pre-Closing Financing); (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Capital Stock or other securities of the Company (other than pursuant a repurchase right in favor of the Company with respect to unvested shares at no more than cost); (d) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly owned Subsidiary may declare and pay a dividend to its parent, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquired Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (e) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; or (f) comply in all material respects with all Laws applicable to the conduct of its business; (g) not enter any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or moretake, or sell, lease, license agree in writing or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assetsto take, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters actions described in Sections 4.1(a) through (e) above.

Conduct of Company Business. From During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), Company agrees, except to the Closingextent that Parent consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), as set forth on Part 4.1 of the Company Disclosure Schedule, as expressly contemplated permitted by this Agreement or otherwise consented by applicable Legal Requirements, to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, 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, 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 key employees and preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed (and in which event, if Parent has not objected in writing to any request for consent within 3 calendar days of its receipt thereof, such consent shall be deemed irrevocably granted), Company will not, and will not permit its Subsidiaries to, do any of the following: (a) amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest), except for (i) equity awards to Company employees, officers or directors pursuant to the Company Option Plan; (ii) the issuance of shares of Company Capital Stock issuable pursuant to employee stock options under currently existing employee stock option plans or pursuant to currently outstanding warrants or other rights to convert into or exercise for shares of Company Capital Stock, as the case may be, which options, warrants or rights, as the case may be, are outstanding on the date hereof and (iii) in connection with a Permitted Bridge Financing; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Capital Stock (other than pursuant a repurchase right in favor of the Company with respect to unvested shares at no more than cost); (d) incur any Indebtedness or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create an Encumbrance over any assets (except (i) for sales of assets in the ordinary course of business and in a manner consistent with past practice; (ii) for dispositions of obsolete or worthless assets or (iii) in connection with a Post-Closing Financing or Permitted Bridge Financing; (e) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly owned Subsidiary may declare and pay a dividend to its parent, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquired Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (f) sell, assign, transfer, license, sublicense or otherwise dispose of any Company IP Rights (other than in the ordinary course of business consistent with past practice); (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets, in each case with an individual value in excess of $100,000; (ii) enter into or amend any material terms of any Company Contract or grant any release or relinquishment of any material rights under any Company Contract, with new obligations or losses of rights in excess of $750,000 (with written notice provided by the Company to Parent prior to amending or entering into any such Company Contract with new obligations or losses of rights in excess of $500,000); (iii) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $100,000, taken as a whole; or (iv) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 4.1(g); (h) forgive any loans to any Person, including its employees, officers, directors or Affiliates (provided, for the avoidance of doubt, the conversion or settlement of any Indebtedness of an Acquired Company into or for equity securities of an Acquired Company shall not be deemed a forgiveness of such Indebtedness); (i) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (j) make or change any material Tax election inconsistent with past practices, adopt or change any Tax accounting method, or settle or compromise any material federal, state, local or foreign Tax liability or agree to an extension of a statute of limitations for any assessment of any Tax; (k) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice; (fl) comply in all material respects with all Laws applicable to the conduct of its business; (g) not enter any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreementmaterial partnership arrangements, settle any Tax claim joint development agreements or assessmentstrategic alliances, surrender any right to claim other than in connection with a refund of Taxes, consent to any extension Post-Closing Financing or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax ReturnRefinancing; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize initiate any litigation, action, suit, proceeding, claim or enter into arbitration or settle or agree to settle any commitment with respect litigation, action, suit, proceeding, claim or arbitration, in each case where the Company and its Subsidiaries are claiming, or would be reasonably likely to receive or become obligated for a liability, of more than $100,000 individually. (n) take, or agree in writing or otherwise to take, any of the matters actions described in Sections 4.1(a) through (m) above.

Conduct of Company Business. From During the date hereof to period from the ClosingAgreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, except as may be approved in advance by Parent in its sole discretion (provided, that such approval not to be unreasonably delayed, conditioned or withheld for purposes of clauses (b) and (c)), or as is otherwise expressly contemplated permitted or required by this Agreement or otherwise consented to and/or required by Buyer in writingapplicable Law, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) except as expressly set forth on Schedule 5.1 of the Company Disclosure Letter, conduct its the business only solely in the usual, regular and ordinary course consistent with past practice (except to the extent expressly provided otherwise herein or as consented to in substantially the same manner as heretofore conductedwriting by Parent) and in compliance with applicable Law; (b) maintain in all material respects (i) pay and perform all of the structures, equipment, vehicles its undisputed debts and other tangible personal property obligations (including Taxes) when due, (ii) use commercially reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of its business in its present condition, except for ordinary wear and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of businessbusiness consistent with past practice, (iii) sell the Company’s products and services consistent with past practice as to license, service and maintenance terms, incentive programs and revenue recognition and other terms and (iv) use its commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees (other than termination for cause, provided that the Company shall have provided reasonable notice to Parent prior to such termination) and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it; (c) keep use commercially reasonable efforts to assure that each of its Contracts entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in full force and effect insurance comparable the obligations of any party thereto in amount and scope connection with, or terminate as a result of coverage to insurance now carried with respect to its businessthe consummation of, the Transactions; (d) perform promptly notify Parent of any notice or other communication from any Person alleging that the consent of such Person is or may be required in all material respects all obligations under Contracts relating to or affecting its business;connection with the Transactions; and (e) maintain the books promptly notify Parent of account and records of its business in the usualany written notice or, regular and ordinary manner consistent with past practice; (f) comply in all material respects with all Laws applicable to the conduct of its business; (g) not enter Company’s Knowledge, any employment agreement or commitment to employees of its business or effect other communication from any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; Governmental Entity (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of Transactions, (ii) indicating that a Permit is or about to be revoked or (iii) indicating that a Permit is required in any Tax Return jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to Parent (following the Effective Time) or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described aboveCompany.

Conduct of Company Business. From Except as expressly permitted by this Agreement, as set forth on Section 5.2 of the Company Disclosure Schedule or as required by applicable Law, during the period from the date hereof of this Agreement until the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course, consistent with past practice, (ii) use commercially reasonable efforts to comply in all material respects with all applicable Laws (including making appropriate voluntary disclosures to Governmental Authorities) and the requirements of all Material Contracts and Permits, and, at the Company’s expense, take all commercially reasonable steps as may be required in connection with the Transactions to notify and seek approvals from applicable Governmental Authorities with respect to any required transfer of any of the Permits, and (iii) use commercially reasonable efforts to (A) maintain and preserve intact its business organization and the goodwill of those having business relationships with it and (B) retain the services of its present officers and key employees. The Company will advise Parent promptly of the commencement or, to the ClosingKnowledge of the Company, the threat of any material claim, litigation, action, suit, inquiry or proceeding involving the Company, any of its Subsidiaries or any of their respective directors, officers or agents, in their capacity as such. Without limiting the generality of the foregoing, except as expressly contemplated permitted by this Agreement or otherwise consented to by Buyer in writingAgreement, Sellers shall use their reasonable best efforts to cause as set forth on Section 5.2 of the Company Disclosure Schedule or as required by applicable Law, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall cause its Subsidiaries not to, and without the Company shallprior written consent of Parent, which consent shall not be unreasonably withheld or delayed: (a) conduct (i) authorize, issue, sell, grant or commit to authorize, issue, sell or grant any capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its business only capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any kind to purchase, acquire or register any shares of its capital stock, voting securities or equity 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, voting securities or equity interests, provided that the Company may issue shares of Company Common Stock (A) upon the exercise of options or upon the conversion of Convertible Notes, in each case, that are outstanding on the usualdate of this Agreement and in accordance with the terms thereof, regular and ordinary course (B) as set on Section 5.2(a) of the Company Disclosure Schedule, (ii) redeem, repurchase or otherwise acquire any of its outstanding shares of capital stock, voting securities or equity interests, or any rights, warrants or options to acquire any shares of its capital stock, voting securities or equity interests; (iii) declare, set aside for payment or pay any dividend on, or make any other distribution in substantially respect of, any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such (other than dividends by a direct or indirect wholly owned Subsidiary of the same manner Company to its parent); (iv) split, combine, subdivide or reclassify any shares of its capital stock; or (v) amend or waive any of its rights under, or accelerate the vesting under, any provision of the Company Stock Plans or any agreement evidencing any outstanding stock option or other right to acquire capital stock of the Company or any restricted stock purchase agreement or any similar or related agreement, except such vesting as heretofore conductedis required in connection with the Transactions in accordance with the terms of the Company Stock Plan or applicable stock option or other similar agreement as of the Balance Sheet Date; (b) maintain in all material respects all incur any indebtedness for borrowed money or guarantee any indebtedness (or enter into a “keep well” or similar agreement), other than (i) borrowings from the Company by a direct or indirect wholly owned Subsidiary of the structuresCompany, equipment(ii) indebtedness in respect of performance bonds and letters of credit issued in the ordinary course of business consistent with past practice, vehicles and other tangible personal property of its business in its present condition, except or (iii) borrowings for ordinary wear and tear and damage by unavoidable casualty and sales of inventory working capital purposes under the Company’s existing credit facilities in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of its business in the usual, regular and ordinary manner consistent with past practice; (fc) comply sell, transfer, lease, license, mortgage, encumber or otherwise dispose of (including by means of plant closures, reductions in all material respects with all Laws applicable force or pursuant to the conduct a sale-leaseback transaction or asset securitization transactions) any of its business; properties or assets (gincluding securities of Subsidiaries) not enter any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officerPerson, director or employee except (i) sales of the Business other than increases in non-officer employee compensation effected products in the ordinary course of business, consistent with past practice, (ii) pursuant to Contracts in force at the date of this Agreement and listed on Section 5.2(c) of the Company Disclosure Schedule, complete and correct copies of which have been made available to Parent, or (iii) dispositions of obsolete or worthless assets; (hd) create or permit to exist make any Lien on capital expenditures after the assets date hereof, except as set forth in Section 5.2(d) of the Company other than a Permitted LienDisclosure Schedule; (e) make any acquisition (by purchase of securities or assets, merger or consolidation, or otherwise) of any other Person, business, division or assets, except (i) not enter into acquisitions of supplies and raw materials for operations in the ordinary course of business consistent, with past practice, and (ii) capital expenditures to the extent permitted under clause (d) above; (f) make any investment (by contribution to capital, property transfers, purchase of securities or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or moreotherwise) in, or sell, lease, license loan or otherwise dispose of any asset of its business advance (other than dispositions travel and similar advances to its employees in the ordinary course of obsolete assets and inventory business consistent with past practice) to, any Person, except (i) loans or advances to a direct or indirect wholly owned Subsidiary of the Company in the ordinary course of business, consistent with past practice and (ii) or acquire any substantial assets other than replacement assets, inventory and supplies capital expenditures to be used in its businessthe extent permitted under clause (d) above; (jg) (i) enter into, terminate or amend any Material Contract, or any other Contract that would be a Material Contract if such Contract were entered into during the period from the date of this Agreement until the Effective Time, other than in the ordinary course of business consistent with past practice, (ii) enter into a real estate lease (other than for immaterial office and storage space), (iii) enter into any Intellectual Property license (as licensee) (other than in the ordinary course of business consistent with past practice and excluding licenses of commercial off-the-shelf software), (iv) enter into or extend the term or scope of any Contract that purports to restrict the Company, or any Subsidiary or existing or future Affiliate of the Company (other than natural persons and entities controlled by such persons), from engaging in any line of business or in any geographic area (other than agreements with sales representatives and distributors), (v) enter into any Contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the Transactions (other than immaterial Contracts that would not take materially impact the nature of the Company’s business), or (vi) release any action with Person from, or modify or waive any provision of, any confidentiality, non-disclosure or similar agreement related to the Company’s proprietary Intellectual Property or other non-public information; (h) increase in any manner the compensation of any of its directors, officers or employees, enter into, establish, amend, modify or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity (or equity-based), pension, retirement, vacation, severance, reduction in force benefits, deferred compensation or other compensation or benefit plan or program (including any plan that would constitute a Company Plan or Company Stock Plan), policy, agreement, trust, fund or arrangement with, for or in respect toof, any stockholder, director, officer, other employee, consultant or Affiliate, or make any material change promise or commitment to do any of the foregoing, other than (i) as required pursuant to applicable Law or the terms of agreements or proposals in its accounting effect as of the date of this Agreement as set forth on Section 5.2(h) of the Company Disclosure Schedule (complete and correct copies of which have been delivered or Tax policies made available to Parent by the Company), (ii) promotions or proceduresincreases in salaries, wages and benefits of employees (other than executives officers) or renewals or extensions of benefit plans made in the ordinary course of business, consistent with past practice, and in amounts and in a manner consistent with past practice but which in no event shall involve the establishment of any new stock option plans or equity (or equity based) compensation or benefit plans; (ki) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt make or change any accounting methodelection concerning Taxes other than any election that is required to be made periodically and is made consistent with past practice and that does not materially increase any liability for Taxes, file any amended Tax Return that causes the Company or any Subsidiary to incur greater Taxes than previously incurred with respect to such Tax Return, enter into any closing agreementagreement with respect to Taxes, settle any material Tax claim or assessment, assessment or surrender any right to claim a refund of TaxesTaxes or obtain any Tax ruling, or consent to any waiver or extension or waiver of the limitation period statute of limitations for the assessment of Taxes; (j) make any changes (other than immaterial changes made in the ordinary course of business, consistent with past practice) in the Company’s financial or tax accounting methods, principles or practices or change an annual accounting period, except insofar as may be required by a change in GAAP or applicable to any Tax claim or assessmentLaw, or take any other similar action relating to change or remove the filing of any Tax Return Company’s certified public accountants; (k) amend the Company Charter Documents or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax ReturnSubsidiary Charter Documents; (l) subject to Section 5.3 hereof, adopt or carry out a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization; (m) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), including payment or prepayment of long-term indebtedness of the Company (other than the Convertible Notes), other than the payment, discharge, settlement or satisfaction in the ordinary course of business, consistent with past practice or in accordance with their terms of other liabilities, claims or obligations reflected or reserved against in the financial statements (or the notes thereto) as of the Balance Sheet Date or incurred since such date in the ordinary course of business, consistent with past practice; (n) settle or compromise any litigation or proceeding to the extent that such settlement or compromise (i) requires that the Company or its Subsidiaries pay more than $1 million in the aggregate or (ii) does not issue provide for a full release of the Company and its Subsidiaries, as applicable (this covenant being in addition to the Company’s covenant set forth in Section 5.9 hereof); (o) enter into any capital stock or securities convertible into capital stocktransaction that would be required to be reported pursuant to Item 404 of Regulation S-K promulgated by the SEC; or (mp) not authorize agree, in writing or enter into any commitment with respect otherwise, to take any of the matters described aboveforegoing actions or take any action or agree, in writing or otherwise, to take any action, which would cause any of the conditions to the Merger set forth in this Agreement not to be satisfied.

Conduct of Company Business. From During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), Company agrees, except to the Closing, except as expressly contemplated by this Agreement or otherwise consented to by Buyer extent (i) that Parent consents in writing, Sellers shall use their reasonable best efforts (ii) as necessary to cause effect the transactions contemplated by the Company to, Stockholder Matters or the Financing Agreement and/or (iii) as necessary to sell and issue any remaining authorized shares of Company Series D Preferred Stock pursuant to the Company shall: (a) conduct its business only in the usualSeries D Purchase Agreement, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of to carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, 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, 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 key employees and preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement or the Financing Agreement, without obtaining the written consent of Parent, Company will not, and will not permit its Subsidiaries to, do any of the following: (a) except for an amendment of the Company’s certificate of incorporation solely to the extent necessary to accommodate the shares of Company Common Stock issuable in connection with the Investor Pre-Closing Warrant, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest) (except for the issuance of shares of common stock issuable pursuant to employee stock options under currently existing employee stock option plans or pursuant to currently outstanding warrants, as the case may be, which options, warrants or rights, as the case may be, are outstanding on the date hereof; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Capital Stock (other than pursuant a repurchase right in favor of the Company with respect to unvested shares at no more than cost); (d) without the consent of Parent, which will not be unreasonably withheld, conditioned or delayed, incur any indebtedness or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create an Encumbrance over any assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practice and (ii) dispositions of obsolete or worthless assets); (e) accelerate, amend or change the period (or permit any acceleration, amendment or change) of exercisability of options or warrants or authorize cash payments in exchange for any options, except as may be required under any Company Option Plan, Contract or this Agreement or as may be required by applicable Legal Requirements; (f) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except as required by the certificate of incorporation of the Company as in effect as of the date of this Agreement and except that a wholly owned Subsidiary may declare and pay a dividend to its parent, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries, or propose to do any of the foregoing; (g) sell, assign, transfer, license, sublicense or otherwise dispose of any Company IP Rights (other than non-exclusive licenses in the ordinary course of business consistent with past practice); (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets; (ii) without the consent of Parent, which will not be unreasonably withheld, conditioned or delayed, enter into or amend any material terms of any Company Contract or grant any release or relinquishment of any material rights under any Company Contract; (iii) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $100,000, taken as a whole not reflected or accounted for in the Company Budget; or (iv) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 4.1(h); (i) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (j) except as reflected or accounted for in the Company Budget, increase the compensation payable or to become payable to its directors, officers, employees or consultants or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer (except for officers who are terminated on an involuntary basis), employee or consultant, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any such director, officer, consultant or employee, except for bonus awards in the ordinary course of business consistent with past practice or bonus awards contingent upon the completion of the transactions contemplated by this Agreement; (k) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (l) make or change any material tax election inconsistent with past practices, adopt or change any Tax accounting method, or settle or compromise any material federal, state, local or foreign tax liability or agree to an extension of a statute of limitations for any assessment of any tax; (m) except as reflected in the Company Budget, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the financial statements of Company, or incurred in the ordinary course of business and consistent with past practice; (fn) comply in all enter into any material respects with all Laws applicable to the conduct of its businesspartnership arrangements, joint development agreements or strategic alliances; (go) not enter initiate any employment agreement litigation, action, suit, proceeding, claim or commitment arbitration or settle or agree to employees of its business settle any litigation, action, suit, proceeding, claim or effect any increase arbitration (except in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of businessconnection with this Agreement); (hp) create or make any material expenditure that is inconsistent with those expenditures contemplated by the Company Budget (provided that nothing herein shall prevent the Company from making payments on expenses incurred prior to the date of this Agreement and, provided further, that nothing herein shall be deemed to permit any Acquired Company to exist make any Lien on expenditures relating to the assets consummation of a public offering of the Company other than a Permitted LienCompany’s Capital Stock); (q) amend, modify, waive or otherwise alter the Company Support Agreements in any material respect or consent to the transfer of any Company Capital Stock held or managed by Company Support Agreement Signatories; and (r) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through (q) above, or any action which would make any of the representations or warranties of such party contained in this Agreement untrue or incorrect or prevent such party from performing or cause such party not to perform its covenants hereunder or result in any of the conditions to the Merger set forth herein not being satisfied. The parties acknowledge and agree that (i) not enter into nothing contained in this Agreement shall give Parent, directly or materially modify any agreement for indebtedness indirectly, the right to control or any Contract obligating direct the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating Subsidiaries’ operations prior to the filing of any Tax Return or Effective Time, (ii) prior to the payment of any TaxEffective Time, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after shall exercise, consistent with the Closing Date or decreasing any Tax attribute terms and conditions of the Company existing on the Closing Date; this Agreement, complete control and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files supervision over its and amended Tax Return; its Subsidiaries’ respective operations and (liii) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment notwithstanding anything contrary set forth in this Agreement, no consent of Parent will be required with respect to any matter set forth in the Agreement to the extent the requirement of the matters described abovesuch consent would violate any applicable Legal Requirements.

Conduct of Company Business. From (a) During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), the Company agrees, and shall cause its Subsidiaries to agree, except to the Closingextent that Buyer consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), as set forth on Section 5.1 of the Company Disclosure Schedules, as expressly contemplated permitted by this Agreement or otherwise consented to by Buyer in writingany Ancillary Documents, Sellers shall use their reasonable best efforts to cause the Company toWaiver and Amendment Agreement or by applicable Legal Requirements, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of to carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary course, consistent with past practice, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, 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 each case, except with respect to actions or omissions that constitute COVID-19 Responses, provided that the Company shall consult Buyer in good faith prior to the implementation of any COVID-19 Responses. In addition, without limiting the foregoing, other than as set forth on Section 5.1 of the Company Disclosure Schedules or as expressly contemplated by this Agreement, any Ancillary Document or the Company Waiver and Amendment Agreement, without obtaining the written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed, the Company will not, and shall cause its Subsidiaries to not, do any of the following: (i) amend or otherwise change the Governing Documents of the Company or any of its Subsidiaries, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, or form any subsidiary; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or Encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest), other than the issuance of Company Shares issuable pursuant to currently existing employee stock options or pursuant to currently outstanding warrants, as the case may be, which options, warrants or rights, as the case may be, are outstanding on the date hereof) to the extent such issuances comply with all applicable Legal Requirements; (iii) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of capital stock or other securities of the Company; (iv) incur any Indebtedness or sell, pledge, dispose of or create an Encumbrance over any assets (except for (A) sales of assets in the ordinary course of business and in a manner consistent with past practice, and (B) dispositions of obsolete or worthless assets); (v) accelerate, amend or change the period (or permit any acceleration, amendment or change) of exercisability of options or warrants or authorize cash payments in exchange for any options, except as may be required under any Company Plan, Contract or this Agreement or as may be required by applicable Legal Requirements; (vi) (A) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock; (B) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries (except pursuant to any Contract to which the Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (vii) sell, assign, transfer, license, sublicense or otherwise dispose of any Company IP Rights (other than non-exclusive licenses in the ordinary course of business consistent with past practice); (viii) (A) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets, or allow any material property or assets to become subject to any Encumbrance; (B) enter into or amend any material terms of any Company Contract (other than solely to decrease any payment obligation of the Company) or grant any release or relinquishment of any material rights under any Company Contract, with new obligations or losses of rights in excess of $100,000 in the aggregate; (C) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $100,000, taken as a whole; or (D) enter into or amend any material Contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 5.1(a)(viii); (ix) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (x) except as may be required under any Company Plan, Contract or this Agreement or as may be required by applicable Legal Requirements (A) increase the wages, salary, commissions, fringe benefits or other compensation or remuneration payable or to become payable to its directors, officers, employees or consultants; (B) grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officer, employee or consultant; (C) establish, adopt, enter into, or amend any Employee Benefit Plan, except, in each of the subsections (A) – (C) for bonus awards in the ordinary course of business consistent with past practice or bonus awards contingent upon the completion of the Transactions or payments, including any severance, termination or Change of Control Payments, in compliance with any such agreements or plans existing as of the date of this Agreement and the plans, agreements or terms of which were made available to Buyer prior to the date hereof, or except as required by Legal Requirements; (xi) hire any directors, officers, employees or consultants or terminate any directors or officers, except in each case, in the ordinary course of business and in a manner consistent with past practice, or enter into any material transaction with its officers, directors, managers, shareholders, partners, members or equityholders or its or their Affiliates; (xii) take any action, other than as required by applicable Legal Requirements or IFRS to change accounting policies or procedures; (xiii) make or change any material Tax election inconsistent with past practices, adopt or change any Tax accounting method, or settle or compromise any material federal, state, local or foreign Tax liability or agree to an extension of a statute of limitations for any assessment of any Tax; (xiv) pay, discharge, satisfy, modify or renegotiate any claims or Liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company Financial Statements, or payments, discharges or satisfactions made in the ordinary course of business and consistent with past practice; (fxv) comply in all material respects with all Laws applicable to the conduct of its businessenter into any partnership arrangements, joint ventures, joint development agreements or strategic alliances; (gxvi) not enter accelerate the collection of, or otherwise modify the Company’s customary accounting or treatment of, any employment agreement receivables outside the ordinary course of business consistent with past practice; (xvii) initiate any litigation, action, suit, proceeding, claim or commitment arbitration or settle or agree to employees of its business settle any litigation, action, suit, proceeding, claim or effect any increase in the compensation or benefits payable or to become payable to any officerarbitration, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of businessbusiness in each case where the Company is claiming, or would be reasonably likely to receive or become obligated for a liability, of more than $50,000 individually; (hxviii) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (assets or otherwise take any actions other than dispositions of obsolete assets and inventory in the ordinary course of businessbusiness consistent with past practice; or (xix) take, or acquire agree in writing or otherwise to take, any substantial assets other than replacement assets, inventory and supplies of the actions described in Sections 5.1(a)(i) through 5.1(a)(xviii) above. (b) The Company shall keep Buyer reasonably informed as to all material decisions or actions required to be used made with respect to the operations of the business of the Company; provided that such disclosure is not otherwise prohibited by reason of confidentiality owed to a third party or otherwise prevented by Legal Requirements or is in its business;respect of competitively sensitive information. (jc) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and The Company shall promptly notify Buyer if in writing of: (i) any circumstance or development that, to the Knowledge of the Company, is or could reasonably be expected to constitute a Company makes Material Adverse Effect (ii) any notice or other communication from any person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person (or another person) is or may be required in connection with this Agreement or the Arrangement; (iii) any notice or other communication from any material supplier, joint venture partner, customer or other material business partner to the effect that such material supplier, joint venture partner, customer or other material business partner is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a Tax Return result of this Agreement or files the Arrangement; (iv) any notice or other communication received from any Governmental Body or the TSX-V in connection with this Agreement (and amended Tax Return;the Company shall contemporaneously provide a copy of any such written notice or communication to Buyer where not prohibited by applicable Legal Requirement); or (e) any material filing, actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or the assets of the Company. (ld) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment The Company shall make commercially reasonable efforts to, in a timely manner, provide Buyer with respect all financial statements and financial information reasonably requested by Bxxxx to any of prepare pro forma financial statements required for inclusion in the matters described aboveBuyer Circular.

Conduct of Company Business. From During the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Metuchen Effective Time (the “Pre-Closing Period”), Company agrees, except to the Closingextent that Neurotrope consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), as set forth on Part 5.1 of the Company Disclosure Schedule, as expressly contemplated permitted by this Agreement or otherwise consented by applicable Legal Requirements, to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of carry on its business in its present condition, except for ordinary wear accordance with good commercial practice and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business; (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business; (d) perform in all material respects all obligations under Contracts relating to or affecting its business; (e) maintain the books of account and records of carry on its business in the usual, regular and ordinary course, consistent with past practice, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, 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, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of Neurotrope, which shall not be unreasonably withheld (and in which event, if Neurotrope has not objected in writing to any request for consent within three (3) calendar days of its receipt thereof, such consent shall be deemed irrevocably granted), Company will not, and will not permit its Subsidiaries to, do any of the following: (a) amend or otherwise change its certificate of formation or limited liability company agreement, or otherwise alter its company structure through merger, liquidation, reorganization or otherwise; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any membership interests of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any membership interests, or any other ownership interest (including, without limitation, any phantom interest), except for the issuance of Company Units issuable in connection with the conversion of indebtedness or of preferred units; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any Company Units (other than pursuant a repurchase right in favor of the Company with respect to unvested shares at no more than cost); (d) incur any Indebtedness or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create an Encumbrance over any assets; (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its membership interests, except that a wholly owned Subsidiary may declare and pay a dividend to its parent; (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its membership interests or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries (except pursuant to any Contract to which any Metuchen Company is a party as of the date of this Agreement), or propose to do any of the foregoing; (f) accelerate, amend or change the period (or permit any acceleration, amendment or change) of exercisability of options or warrants or authorize cash payments in exchange for any options, except as may be required under this Agreement or as may be required by applicable Legal Requirements; (g) sell, assign, transfer, license, sublicense or otherwise dispose of any Company IP Rights; (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets, in each case with an individual value in excess of $75,000; (ii) enter into or amend any material terms of any Company Contract or grant any release or relinquishment of any material rights under any Company Contract, with new obligations or losses of rights in excess of $75,000; (iii) authorize any capital expenditures or purchase of fixed assets which are, in the aggregate, in excess of $75,000, taken as a whole or (iv) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 5.1(h); (i) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (j) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (k) (i) increase the wages, salary, commissions, fringe benefits or other compensation or remuneration payable or to become payable to its directors, officers, employees or consultants; (ii) grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officer, employee or consultant; (iii) establish, adopt, enter into, or amend any Employee Benefit Plan, except, in each of the subsections (i) – (iii) for bonus awards in the ordinary course of business consistent with past practice or bonus awards contingent upon the completion of the Transactions or payments, including any severance, termination or change of control payments, in compliance with any such agreements or plans existing as of the date of this Agreement and the plans, agreements or terms of which were made available to the Neurotrope prior to the date hereof, or except as required by Legal Requirements; (l) hire any directors, officers, employees or consultants or terminate any directors or officers, except in each case, in the ordinary course of business and in a manner consistent with past practice; (fm) comply in all make or change any material respects Tax election inconsistent with all Laws applicable past practices, adopt or change any Tax accounting method, or settle or compromise any material federal, state, local or foreign Tax liability or agree to the conduct an extension of its businessa statute of limitations for any assessment of any Tax; (gn) not enter pay, discharge or satisfy any employment agreement claims, liabilities or commitment to employees of its business obligations (absolute, accrued, asserted or effect any increase in the compensation unasserted, contingent or benefits payable or to become payable to any officerotherwise), director or employee of the Business other than increases in non-officer employee compensation effected the payment, discharge or satisfaction in the ordinary course of businessbusiness and consistent with past practice; (ho) create or permit to exist otherwise take any Lien on the assets of the Company actions other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its businessbusiness consistent with past practice; (jp) not enter into any material partnership arrangements, joint development agreements or strategic alliances; (q) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration, in each case where the Company and its Subsidiaries are claiming, or would be reasonably likely to receive or become obligated for a liability, of more than $75,000 individually; (r) except to the extent expressly permitted by this Agreement, take any action with respect that is intended or that would reasonably be expected to, individually or make any material change in its accounting or Tax policies or procedures; (k) not makethe aggregate, change or revoke any Tax election or settle or compromise any Tax Liabilityprevent, materially delay, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver materially impede the consummation of the limitation period applicable to any Tax claim or assessmentMergers, or take any the other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stockTransactions; or (ms) not authorize after the Working Capital Calculation is finalized pursuant to Section 1.8, incur any Liabilities or enter into otherwise take any commitment actions other than, in each case, in the ordinary course of business or in connection with respect the transactions contemplated by this Agreement; (t) take, or agree in writing or otherwise to take, any of the matters actions described in Sections 5.1(a) through (s) above.

Conduct of Company Business. From the date hereof Prior to the ClosingEffective Time, except as set forth in the Transocean Disclosure Letter or the GlobalSantaFe Disclosure Letter or as expressly contemplated by any other provision of this Agreement or otherwise as required by Applicable Laws (provided that the party proposing to take such action has provided the other party with advance notice of the proposed action to the extent practicable), unless the other party has consented to by Buyer in writingwriting thereto, Sellers shall use their reasonable best efforts to cause the Company to, each of Transocean and the Company shallGlobalSantaFe: (a) shall, and shall cause each of its Subsidiaries to, conduct its business only in the operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact their business organizations and goodwill (except that any of its wholly owned Subsidiaries may be merged with or into, or be consolidated with any of its wholly owned Subsidiaries or may be liquidated into it or any of its wholly owned Subsidiaries), keep available the services of their respective officers and employees and maintain satisfactory relationships with those Persons having business relationships with them; (c) shall not amend its memorandum of association or articles of association; (d) in the case of Transocean, shall not permit or allow Merger Sub to amend its memorandum of association or articles of association; (e) shall (i) promptly notify the other of any material change in its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material breach of any Transocean Material Contract or GlobalSantaFe Material Contract, as applicable (or communications indicating that the same may be contemplated), or any material litigation or proceedings (including arbitration and other dispute resolution proceedings) or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), and (ii) give prompt notice to the other of any change, occurrence, effect, condition, fact, event, or circumstance known to such party that is reasonably likely, individually or taken together with all material respects all other changes, occurrences, effects, conditions, facts, events and circumstances known to such party, to result in a Material Adverse Effect on such party; provided, however, that (x) no unintentional failure by Transocean to provide a required notice under this Section 7.1(e) with respect to any matter that would not result in a failure of the structurescondition set forth in Section 8.2(a)(ii) or (iii) shall result in a failure of the condition set forth in Section 8.2(a)(i), equipmentand (y) no unintentional failure by GlobalSantaFe to provide a required notice under this Section 7.1(e) with respect to any matter that would not result in a failure of the condition set forth in Section 8.3(a)(ii) or (iii) shall result in a failure of the condition set forth in Section 8.3(a)(i); (f) shall promptly deliver to the other true and correct copies of any report, vehicles statement or schedule filed with the SEC subsequent to the date of this Agreement, other than those filed via the SEC’s EXXXX system; (g) shall not and shall cause each of its Subsidiaries not to, (i) except pursuant to the exercise of options, warrants, conversion rights and other tangible personal property contractual rights existing on the date hereof and disclosed in Section 7.1(g)(i) of the Transocean Disclosure Letter, in the case of Transocean, or Section 7.1(g)(i) of the GlobalSantaFe Disclosure Letter, in the case of GlobalSantaFe, or pursuant to the exercise of awards granted after the date hereof and expressly permitted under this Agreement or in connection with transactions permitted by Section 7.1(j), issue, grant, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any of its capital shares of any class or of any other such securities or agreements of such party or any of its Subsidiaries, or adjust, split, combine or reclassify any capital shares or other equity interests or otherwise change its capitalization as it existed on the date hereof (other than intercompany transactions relating to securities of wholly owned Subsidiaries effected by a party and/or one or more of its wholly owned Subsidiaries), other than grants of Transocean Options or GlobalSantaFe Options, as the case may be, to new hires or promoted employees in the ordinary course of business consistent with past practice and in accordance with Section 7.1(g)(i) of the Transocean Disclosure Letter, in the case of Transocean, or Section 7.1(g)(i) of the GlobalSantaFe Disclosure Letter, in the case of GlobalSantaFe; (ii) amend or otherwise modify any option, warrant, conversion right or other right to acquire any of its capital shares existing or outstanding on the date hereof; (iii) with respect to any of its former, present conditionor future employees, increase any compensation or benefits, or enter into, amend or extend (or permit the extension of) any employment or consulting agreement, except in each case in the ordinary course of business consistent with past practice; (iv) with respect to any of its former, present or future officers (at the vice president level or above) or directors, increase any compensation or benefits or enter into, amend or extend (or permit the extension of) any employment or consulting agreement; (v) adopt any new employee benefit plan (or any award grant thereunder) or agreement (including any stock option, stock benefit or stock purchase plan) or amend (except as required by Applicable Laws) any existing employee benefit plan or agreement in any material respect, except for ordinary wear changes which are less favorable to participants in such plans or the holder of any such agreement or which are deemed necessary to comply with Section 409A of the Code; (vi) except as approved by good faith action of the Board of Directors of such party after the party has provided the other parties with advance written notice of the proposed action and tear consulted in advance with the other parties regarding such action, terminate any executive officer without cause or permit circumstances to exist that would give any executive officer a right to terminate employment if the termination would entitle such executive officer to receive enhanced separation payments upon consummation of the Merger and damage the Reclassification; or (vii) permit any holder of an option to acquire Transocean Ordinary Shares or GlobalSantaFe Ordinary Shares outstanding on the date hereof to have shares withheld upon exercise, for tax purposes, in excess of the number of shares needed to satisfy the minimum statutory withholding requirements for federal and state tax withholding, or otherwise required to satisfy the withholding requirements under Transocean’s policy with respect to foreign tax obligations; (h) shall not and shall cause each of its Subsidiaries not to, (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any of its capital shares, whether payable in cash, stock or any other property or right (other than a dividend, distribution or payment from a direct or indirect wholly owned Subsidiary to that party and/or one or more of its direct or indirect wholly owned Subsidiaries) or (ii) redeem, purchase or otherwise acquire any shares of its capital shares or capital stock of any of its Subsidiaries (other than wholly owned Subsidiaries), or any other securities or agreements of the type described in Section 7.1(g)(i), except as (1) required by unavoidable casualty the terms of any capital stock of, or other equity interests in, such party or any of its Subsidiaries outstanding on the date of this Agreement and described in Section 7.1(h)(ii)(1) of such party’s Disclosure Letter, (2) contemplated by any Transocean Benefit Plan or GlobalSantaFe Benefit Plan, as the case may be, existing on the date of this Agreement and described in Section 7.1(h)(ii)(2) of such party’s Disclosure Letter or (3) in the case of GlobalSantaFe, contemplated by any employment agreement of GlobalSantaFe existing on the date of this Agreement and described in Section 7.1(h)(ii)(3) of the GlobalSantaFe Disclosure Letter; (i) shall not, and shall cause each of its Subsidiaries not to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are individually or in the aggregate material to it and its Subsidiaries as a whole except for (i) sales of inventory surplus equipment, (ii) sales of other assets in the ordinary course of business, or (iii) sales, leases or other transfers between such party and its wholly owned Subsidiaries or between those Subsidiaries; (cj) keep shall not, and shall cause each of its Subsidiaries not to, except pursuant to contractual commitments in full force effect on the date hereof and effect insurance comparable disclosed in amount the Transocean Disclosure Letter or the GlobalSantaFe Disclosure Letter, acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, in each case (i) for an aggregate consideration for all such acquisitions in excess of $25 million (excluding acquisitions approved in writing by each party and scope intercompany acquisitions effected by Transocean and/or one of coverage to insurance now carried with respect to its businessTransocean’s wholly owned Subsidiaries or by GlobalSantaFe and/or one of GlobalSantaFe’s wholly owned Subsidiaries) or (ii) where a filing under the HSR Act or any non-U.S. competition, antitrust or premerger notification laws is required; (dk) perform shall not, except as may be required as a result of a change in all GAAP, change any of the material respects all obligations under Contracts relating to accounting principles or affecting its businesspractices used by it; (el) maintain the books of account shall, and records shall cause each of its business Subsidiaries to, use reasonable efforts to maintain with financially responsible insurance companies insurance in the usual, regular such amounts and ordinary manner consistent with past practiceagainst such risks and losses as are customary for such party; (fm) comply in all material respects with all Laws applicable to the conduct shall not, and shall cause each of its businessSubsidiaries not to, (i) make or rescind any material election relating to taxes, including elections for any and all joint ventures, partnerships, limited liability companies, working interests or other investments where it has the capacity to make such binding election, (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or (iii) change in any material respect any of its methods of reporting any item for tax purposes from those employed in the preparation of its tax returns for the most recent taxable year for which a return has been filed, except as may be required by Applicable Laws; (gn) not enter any employment agreement or commitment to employees shall not, and shall cause each of its business Subsidiaries not to, (i) incur any indebtedness for borrowed money (excluding intercompany indebtedness effected by Transocean and/or one of Transocean’s wholly owned Subsidiaries or effect any increase by GlobalSantaFe and/or one of GlobalSantaFe’s wholly owned Subsidiaries) in excess of, in the compensation case of Transocean, the amount of available borrowing capacity existing from time to time under Transocean’s existing revolving credit facility described in the Transocean Reports filed prior to the date of this Agreement and, in the case of GlobalSantaFe, the amount of available borrowing capacity existing from time to time under GlobalSantaFe’s existing revolving credit facility described in the GlobalSantaFe Reports as filed prior to the date of this Agreement, or benefits payable guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to become payable to acquire any officerdebt securities of it or any of its Subsidiaries or guarantee any debt securities of others, director or employee of the Business other than increases in non-officer employee compensation effected (ii) except in the ordinary course of businessbusiness or with or between its Subsidiaries, enter into any material lease (whether such lease is an operating or capital lease) or create any material mortgages, Liens, security interests or other encumbrances on its property in connection with any indebtedness thereof (other than Permitted Liens) or (iii) make or commit to make aggregate capital expenditures in excess of $100 million per quarter for each quarter from the date of this Agreement to the Effective Time over the capital expenditures forecast disclosed in Section 6.24 of the Transocean Disclosure Letter or Section 5.24 of the GlobalSantaFe Disclosure Letter for such quarter, excluding capital expenditures to repair or replace equipment necessary to continue operation on any drilling unit in a manner consistent with the operation of such drilling unit as of the date of this Agreement; (ho) create shall not, and shall cause each of its Subsidiaries not to, purchase or permit otherwise acquire any Transocean Ordinary Shares or GlobalSantaFe Ordinary Shares; (p) subject to exist Section 7.5, shall not, and shall cause each of its Subsidiaries not to, take any Lien on action that is reasonably likely to delay materially or adversely affect the assets ability of any of the Company parties hereto to obtain any consent, authorization, order or approval of any governmental commission, board or other regulatory body or the expiration of any applicable waiting period required to consummate the transactions contemplated by this Agreement; (q) shall not, and shall cause each of its Subsidiaries not to, mortgage, pledge, hypothecate, grant any security interest in any of its assets, or otherwise subject any of its assets to any other Lien other than a Transocean Permitted Lien or a GlobalSantaFe Permitted Lien, as the case may be; (r) shall (i) not enter into agree or materially modify any agreement for indebtedness commit, in writing or any Contract obligating the Company otherwise, to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described aboveforegoing actions and (ii) cause each of its Subsidiaries not to agree or commit, in writing or otherwise, to take any of the foregoing actions that refer to Subsidiaries; and (s) unless in the good faith opinion of its Board of Directors after consultation with its outside legal counsel the following would be inconsistent with its fiduciary duties, (i) shall not terminate, amend, modify or waive any provision of any agreement containing a standstill covenant to which it is a party; and (ii) during such period shall enforce, to the fullest extent permitted under Applicable Law, the provisions of such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or any state having jurisdiction.

Conduct of Company Business. From the date hereof Prior to the ClosingEffective Time, except as set forth in the Company Disclosure Letter or as expressly contemplated by any other provision of this Agreement or otherwise consented to as required by Buyer in writing, Sellers shall use their reasonable best efforts to cause Applicable Laws (provided that the Company tohas provided Parent with advance notice of the proposed action to the extent practicable), and unless Parent has consented in writing thereto, the Company shallCompany: (a) shall, and shall cause each of its Subsidiaries to, conduct its business only in the operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) shall use its commercially reasonable best efforts, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts, to preserve intact their business organizations and goodwill (except that any of its Subsidiaries may be merged with or into, or be consolidated with any of its Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (c) shall not amend its certificate of incorporation or bylaws; (d) shall promptly notify Parent of any material change in all its condition (financial or otherwise) or business or any termination, cancellation, repudiation or material respects all breach of any Company Material Contract (or communications indicating that the same may be contemplated) or any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein; (e) shall promptly deliver to Parent true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (f) shall not, (i) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement (including the Company Rights issued pursuant to the Company Rights Agreement) or pursuant to the exercise of awards granted after the date hereof and expressly permitted under this Agreement or in connection with transactions permitted by Section 7.1(i) or pursuant to the payment of dividends on shares of Company Redeemable Preferred Stock in amounts required under the certificate of designation of the structuresCompany establishing the Company Redeemable Preferred Stock, equipment, vehicles and other tangible personal property issue any shares of its business in capital stock, effect any stock split or otherwise change its present conditioncapitalization as it existed on the date hereof, (ii) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock, except for (A) (1) awards of options to acquire up to 15,000 shares of Company Common Stock, per person, to newly hired employees or to existing employees as the result of promotions, in each case other than officers or directors of the Company (including former officers or directors) in the ordinary wear course of business consistent with past practices as set forth in Section 7.1(f) of the Company Disclosure Letter and tear (2) in the event the Effective Time does not occur on or before February 28, 2001, awards of options to employees other than officers and damage directors of the Company (including former officers or directors), to acquire up to 15,000 shares of Company Common Stock per employee, up to an aggregate of 500,000 shares of Company Common Stock for all employees, provided in the case of both clause (1) and (2) that such awards provide for exercisability in three equal annual installments beginning on each anniversary of the date of grant of the option subject to continued employment with the Company or its affiliates, with no right of acceleration of exercisability as a result of the transactions contemplated by unavoidable casualty this Agreement, with no right to exercise more than three months after termination of employment, with no right to have shares withheld upon exercise, for tax purposes, in excess of the number of shares needed to satisfy the minimum statutory withholding requirements for federal and state tax withholding, and in all other respects are made in the ordinary course of business consistent with past practices, and (B) the issuance of Company Rights with permitted issuances of Company Common Stock, (iii) amend or otherwise modify any option, warrant, conversion right or other right to acquire any shares of its capital stock existing on the date hereof, (iv) with respect to any of its former, present or future employees, increase any compensation or benefits, or enter into, amend or extend (or permit the extension of) any employment or consulting agreement, except in each case in the ordinary course of business consistent with past practice, (v) with respect to any of its former, present or future officers or directors, increase any compensation or benefits or enter into, amend or extend (or permit the extension of) any employment or consulting agreement, (vi) adopt any new employee benefit plan or agreement (including any stock option, stock benefit or stock purchase plan) or amend (except as required by law) any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans, (vii) except as approved by good faith action of the Board of Directors of the Company after the Company has provided Parent with advance written notice of the proposed action and consulted in advance with Parent regarding such action, terminate any executive officer without cause or permit circumstances to exist that would give any executive officer a right to terminate employment if the termination would entitle such executive officer to receive enhanced separation payments upon consummation of the Merger, or (viii) permit any holder of an option to acquire Company Common Stock outstanding on the date hereof to have shares withheld upon exercise, for tax purposes, in excess of the number of shares needed to satisfy the minimum statutory withholding requirements for federal and state tax withholding; (g) except for the payment of dividends on shares of Company Redeemable Preferred Stock in amounts required under the terms of the certificate of designation of the Company establishing the Company Redeemable Preferred Stock, shall not (i) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or (ii) redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; (h) shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) which are material to the Company, individually or in the aggregate, except for sales of inventory surplus equipment or sales of other assets in the ordinary course of business; (ci) keep shall not, and shall not permit any of its Subsidiaries to, except pursuant to contractual commitments in full force effect on the date hereof and effect insurance comparable disclosed in amount and scope the Company Disclosure Letter, acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of coverage to insurance now carried with respect to its businessthe assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, in each case (i) for an aggregate consideration for all such acquisitions in excess of $10 million (excluding acquisitions approved in writing by Parent) or (ii) where a filing under the HSR Act or any non-U.S. competition, antitrust or premerger notification laws is required; (dj) perform shall not, except as may be required as a result of a change in all generally accepted accounting principles, change any of the material respects all obligations under Contracts relating to accounting principles or affecting its businesspractices used by it; (ek) maintain the books of account shall, and records shall cause any of its business Subsidiaries to, use reasonable efforts to maintain with financially responsible insurance companies insurance in the usual, regular such amounts and ordinary manner consistent with past practiceagainst such risks and losses as are customary for such party; (fl) comply in all material respects with all Laws applicable to the conduct shall not, and shall not permit any of its businessSubsidiaries to, (i) make or rescind any material election relating to taxes, including elections for any and all joint ventures, partnerships, limited liability companies, working interests or other investments where it has the capacity to make such binding election, (ii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or (iii) change in any material respect any of its methods of reporting any item for tax purposes from those employed in the preparation of its tax returns for the most recent taxable year for which a return has been filed, except as may be required by applicable law; (gm) shall not, and shall not enter permit any employment agreement or commitment to employees of its business Subsidiaries to, (i) incur any indebtedness for borrowed money or effect guarantee any increase in the compensation such indebtedness or benefits payable issue or sell any debt securities or warrants or rights to become payable to acquire any officer, director or employee debt securities of the Business other than increases in non-officer employee compensation effected Company or any of its Subsidiaries or guarantee any debt securities of others, (ii) except in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described above.into

Conduct of Company Business. From Except (i) as set forth on Part 5.1 of the Company Disclosure Schedule, (ii) for the Approved Development Transaction and any Permitted Disposition, (iii) as expressly contemplated by this Agreement, (iv) as required by applicable Legal Requirements or (v) unless F-Star shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), 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 (the “Pre-Closing Period”), Company shall, and shall cause its Subsidiaries to, conduct their respective businesses and operations (a) in the ordinary course of business consistent with past practice; provided that, Company may, in response to the Closingcoronavirus (COVID-19) pandemic, except take such actions as Company deems reasonably necessary or advisable (A) to protect the health and safety of Company’s or its Subsidiaries’ employees and other individuals having business dealings with Company or its Subsidiaries, (B) to respond to orders or guidance from any Governmental Body imposed in response to, or third-party supply or service disruptions caused by, such pandemic, or (C) to comply with any requirements imposed by third parties with whom the Company or its Subsidiaries does business; provided, further, that following the end of the pandemic or the termination of any orders or guidance of any Governmental Body relating thereto or any such third-party requirements, to the extent that Company or any of its Subsidiaries took any actions or refrained from taking any actions pursuant to the immediately preceding proviso that caused deviations from their respective businesses being conducted in the ordinary course of business consistent with past practice, Company shall, and shall cause its Subsidiaries to resume conducting their respective businesses in the ordinary course of business consistent with past practice as soon as reasonably practicable; and (b) in compliance in all material respects with all applicable Legal Requirements and requirements of all Contracts that constitute Company Contracts. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, Sellers shall use their reasonable best efforts to cause (including the actions set forth on Part 5.1 of the Company toDisclosure Schedule and the proviso set forth in the first sentence of this Section 5.1), or with the prior written consent of F-Star (which consent shall not be unreasonably withheld, delayed or conditioned), Company will not, and the Company shallwill not permit its Subsidiaries to: (a) conduct its amend or otherwise change any of the Organizational Documents of any Acquiring Company or effect or be a party to any merger, consolidation, share exchange business only in combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the usualavoidance of doubt, regular the Contemplated Transactions and ordinary course in substantially the same manner as heretofore conductedany Permitted Disposition; (b) maintain issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including any phantom interest) (except for the issuance of shares of Company Common Stock issuable pursuant to Company Options or Company RSUs in all material respects all accordance with the terms under the Company Option Plan or pursuant to Company Warrants, as the case may be, which Company Options, Company RSUs or Company Warrants, as the case may be, are outstanding on the date hereof); (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Common Stock (other than pursuant to a Contract in effect on the date of this Agreement and which has been made available to F-Star prior to the date hereof); (d) extend credit for borrowed money to any Person or incur any indebtedness for borrowed money or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of any other Person or sell, pledge, dispose of or create an Encumbrance with respect to any assets (except for Encumbrances created by operation of law, pursuant to the terms of the structuresApproved Development Transaction or any Permitted Disposition or dispositions of obsolete or worthless assets); (e) accelerate, equipmentamend or change the period (or permit any acceleration, vehicles and amendment or change) of exercisability of any Company Options or Company Warrants or authorize cash payments in exchange for any Company Options or Company Warrants, except as may be required under any Company Option Plan, Contract or this Agreement or as may be required by applicable Legal Requirements; (f) (i) declare, set aside, make or pay any dividend or other tangible personal distribution (whether in cash, stock or property or any combination thereof) in respect of any of its business capital stock (other than the issuance of the CVRs in its present conditionaccordance with this Agreement and the CVR Agreements or the Permitted Dividend, if any), except that a wholly owned Subsidiary may declare and pay a dividend to its parent, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for ordinary wear and tear and damage by unavoidable casualty and sales shares of inventory its capital stock (other than the Company Reverse Stock Split) or (iii) (g) sell, assign, transfer, license, sublicense or otherwise dispose of any IP Rights, other than (i) the Approved Development Transaction, (ii) a Permitted Disposition or (iii) in the ordinary course of businessbusiness (which shall include material transfer agreements, clinical trial-related agreements (including Contracts with clinical research organizations), services agreements, non-disclosure agreements and other ordinary course Contracts with non-exclusive licenses (including with research institutes)); (ch) keep in full force and effect insurance comparable in amount and scope materially change any royalty payment charged by Company or any of coverage its Subsidiaries or materially change any royalty payment charged by Persons who have licensed IP Rights to insurance now carried with respect Company or any of its Subsidiaries, except pursuant to its businessthe terms of the Approved Development Transaction or any Permitted Disposition; (di) perform in all material respects all obligations under Contracts relating to form any Subsidiary except for the purpose of effecting the Approved Development Transaction or affecting its businessa Permitted Disposition; (ej) maintain acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets or any equity interest or other interest in any other Entity or enter into a joint venture with any other Entity; (k) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (l) except as may be required under any Company Option Plan, Company Contract or this Agreement or as may be required by applicable Legal Requirements, (i) increase the books compensation payable or to become payable to its directors, officers, employees or consultants, (ii) grant any severance, change in control, retention or termination pay to, or enter into any employment, severance or similar agreement with, any director, officer, employee or consultant, (iii) hire any new employee or consultant whose annual base salary is more than $150,000 per year, (iv) establish, adopt, enter into, terminate or amend in any material respect any collective bargaining or similar agreement or Company Employee Plan (or any plan, program, agreement or arrangement that would be a Company Employee Plan if it were in existence on the date hereof), or take any action to accelerate the time of account and records payment or vesting of its business any compensation or benefits or take any action to fund or secure the funding of any compensation or benefits (other than qualified retirement plan benefits); (m) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (n) (i) make or change any material Tax election inconsistent with past practices, (ii) change any material Tax accounting method, or (iii) settle or compromise any material federal, state, local or foreign Tax Liability, except, in the usualcase of clauses (i) and (ii), regular as required by Legal Requirements; (o) pay, discharge or satisfy any claims or Liabilities (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of Liabilities reflected or reserved against in the Company Financials, or incurred in the ordinary manner course of business and consistent with past practice; (fp) comply enter into any partnership arrangements, joint development agreements or strategic alliances except in all material respects connection with all Laws applicable to the conduct of its businessApproved Development Transaction or any Permitted Disposition; (gq) not except in connection with the Approved Development Transaction or any Permitted Disposition, enter into any employment agreement Contract (i) involving annual payments by Company or commitment to employees any of its business or effect any increase Subsidiaries greater than $25,000 in the compensation aggregate, (ii) involving indemnification by Company or benefits payable or to become payable to any officerof its Subsidiaries, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; , (hiii) create or permit relating to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business IP Rights (other than dispositions confidentiality agreements, assignment of obsolete assets inventions agreements between any Acquiring Company and inventory any employee thereof and non-exclusive licenses in the ordinary course of business), and/or (iv) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its businessthat is not terminable for convenience without penalty; (jr) not take any action with respect to, or make amend in any material change respect or terminate (except as provided in its accounting or Tax policies or proceduresSection 6.26) any Company Contract; (ks) except in connection with the Approved Development Transaction, make any capital expenditure or capital commitment in excess of $25,000, other than capital expenditures or capital commitments in connection with Company’s ongoing Xxxxx 0x/0x, multicenter, open-label, non-randomized, dose-escalation, and cohort expansion study examining SB 11285 administered as an IV infusion in patients with advanced solid tumors (the “STING Trial”), not maketo exceed $50,000 in the aggregate; (t) initiate any litigation, change action, suit, proceeding, claim or revoke any Tax election arbitration (each, an “Action”), other than Actions against the vendors set forth on Schedule 5.1(t) for repayment of amounts in dispute, or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, agree to settle any Tax claim or assessmentAction, surrender other than any right to claim settlement which (i) provides a refund complete release of Taxesall claims against Company, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or and (ii) that does not involve the payment of any Tax, if amount by Company in excess of $100,000 (after giving effect to any insurance coverage applicable to such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company ) (except for any period ending after Action arising out of or related to this Agreement or the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax ReturnContemplated Transactions); (lu) not issue fail to make any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment material payment with respect to any of Company’s or any of its Subsidiaries’ accounts payable or indebtedness in a timely manner in accordance with the matters terms thereof and consistent with past practices; (v) enter into or amend a Contract that would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Contemplated Transactions; or (w) take, or agree in writing or otherwise to take, any of the actions described in Sections 5.1(a) through 5.1(v) above. The Parties acknowledge and agree that (i) nothing contained in this Agreement shall give F-Star, directly or indirectly, the right to control or direct the operations of any Acquiring Company prior to the Closing, (ii) prior to the Closing, each Acquiring Company shall exercise, consistent with the terms and conditions of this Agreement, complete control over its operations and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of F-Star will be required with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any applicable Legal Requirements.

Conduct of Company Business. From During the date hereof period from the Signing Date and continuing until the earlier of the Closing and termination of this Agreement pursuant to its terms or the First Effective Time (the “Pre-Closing Period”), Company agrees, except: (i) to the Closingextent that Parent consents in writing (such consent not to be unreasonably withheld, except conditioned or delayed), (ii) as set forth on Section 6.11 of the Company Disclosure Letter, or (iii) as expressly contemplated permitted by this Agreement or otherwise consented by applicable Laws, to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall: (a) conduct carry on its business only in the usual, regular accordance with good commercial practice and ordinary course in substantially the same manner as heretofore conducted, 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, 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 key employees and preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed (and in which event, if Parent has not objected in writing to any request for consent within three (3) calendar days of its receipt thereof, such consent shall be deemed irrevocably granted), Company will not, and will not permit its Subsidiaries to, do any of the following: (a) amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise; (b) maintain in all material respects all issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest), except (i) for equity awards to Company employees, officers or directors pursuant to the Company Option Plan, (ii) for the issuance of shares of Company Common Stock issuable pursuant to employee stock options under the Company Option Plan, which options are outstanding on the date hereof, and (iii) as contemplated pursuant to the terms and conditions of the structuresDebt Settlement Agreements; (c) redeem, equipmentrepurchase or otherwise acquire, vehicles and directly or indirectly, any shares of Company Common Stock (other tangible personal property than pursuant a repurchase right in favor of its business in its present conditionthe Company with respect to unvested shares at no more than cost); (d) incur any Indebtedness or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create any Liens over any assets (except (i) for ordinary wear and tear and damage by unavoidable casualty and sales of inventory assets in the ordinary course of business; business and in a manner consistent with past practice, (cii) keep in full force and effect insurance comparable in amount and scope for dispositions of coverage to insurance now carried with respect to its business; obsolete or worthless assets, or (diii) perform in all material respects all obligations under Contracts relating to or affecting its businessPermitted Liens); (e) maintain (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of the books Company Common Stock or Company Notes, (ii) split, combine or reclassify any of account and records the Company Common Stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its business capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, any of its securities or propose to do any of the foregoing; (f) sell, assign, transfer, license, sublicense or otherwise dispose of any Company Registered IP or rights thereto (other than non-exclusive licenses in the usualordinary course of business consistent with past practice); (g) except as contemplated pursuant to the terms and conditions of the Debt Settlement Agreements or as contemplated pursuant to Section 6.11(b), regular (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any other material property or assets; (ii) enter into or amend any material terms of any Company Contract or grant any release or relinquishment of any material rights under any Company Contract, with new material obligations or losses of material rights (with written notice provided by the Company to Parent prior to amending or entering into any such Company Contract with new material obligations or losses of material rights); (iii) authorize any material capital expenditures or material purchase of fixed assets; or (iv) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 6.11(g); (h) forgive any loans to any Person, including its employees, officers, directors or Affiliates; (i) take any action, other than as required by applicable Laws or GAAP, to change accounting policies or procedures; (j) make or change any material Tax election inconsistent with past practices, adopt or change any Tax accounting method, or settle or compromise any material federal, state, local or foreign Tax liability or agree to an extension of a statute of limitations for any assessment of any Tax; (k) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and ordinary manner consistent with past practice; (fl) comply in all enter into any material respects with all Laws applicable to the conduct of its businesspartnership arrangements, joint development agreements or strategic alliances; (gm) not enter initiate any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election Action or settle or compromise agree to settle any Tax LiabilityAction where the Company is claiming, or amend any Tax Returnwould be reasonably likely to receive or become obligated for a liability, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stockmore than $100,000 individually; or (mn) not authorize take, or enter into any commitment with respect agree in writing or otherwise to take, any of the matters actions described in Sections 6.11(a) through (m) above.

Conduct of Company Business. From During the date hereof to period from the Closing, except as expressly contemplated by Agreement Date and continuing until the earlier of the termination of this Agreement or otherwise consented and the Closing Date, and subject to by Buyer in writingapplicable Law, Sellers shall use their reasonable best efforts to cause the Company to, shall and shall procure that each of its subsidiaries shall (and the Selling Shareholders shall procure the same so far as possible through any voting rights attaching to their Company shall:Capital Shares): (a) conduct its the business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) maintain in all material respects all of the structures, equipment, vehicles Company and other tangible personal property its subsidiaries in accordance with applicable Law and use reasonable efforts to ensure that the business of its business in its present condition, except for ordinary wear the Company and tear and damage by unavoidable casualty and sales of inventory the Subsidiaries is conducted solely in the ordinary course consistent with past practice (except to the extent expressly provided otherwise herein or as consented to in writing by Purchaser); (i) pay and perform all of businessits undisputed debts and other obligations (including Taxes) when due, (ii) use reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, (iii) sell the Company’s products and services consistent with past practice as to license, service and maintenance terms, incentive programs and revenue recognition and other terms and (iv) use its reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees (other than termination for cause, provided that, to the extent reasonably practicable, the Company shall have provided reasonable notice to Purchaser prior to such termination, and shall in any event provide prompt notice to Purchaser immediately following any such termination) and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it; (c) keep assure that each of its Contracts entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in full force and effect insurance comparable the obligations of any party thereto in amount and scope connection with, or terminate as a result of coverage to insurance now carried with respect to its businessthe consummation of, the Transactions; (d) perform promptly notify Purchaser in all material respects all obligations under Contracts relating to writing of any notice or affecting its business;other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; and (e) maintain the books promptly notify Purchaser in writing of account and records of its business in the usual, regular and ordinary manner consistent with past practice; (f) comply in all material respects with all Laws applicable to the conduct of its business; (g) not enter any employment agreement notice or commitment to employees of its business or effect other communication from any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business; (h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien; Governmental Entity (i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business; (j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures; (k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of Transactions, (ii) indicating that a Company Authorization is or about to be revoked or (iii) indicating that a Company Authorization is required in any Tax Return jurisdiction in which such Company Authorization has not been obtained, which revocation or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent failure to obtain has had or other action would have the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on reasonably be expected to be material to Purchaser (following the Closing Date; and Company shall promptly notify Buyer if Company makes any amendment to a Tax Return ) or files and amended Tax Return; (l) not issue any capital stock or securities convertible into capital stock; or (m) not authorize or enter into any commitment with respect to any of the matters described aboveCompany.