Common use of Conduct of Parent Business Clause in Contracts

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to carry on its business in the ordinary course of business. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of the Company, which will not be unreasonably withheld, conditioned or delayed, none of the Acquiring Companies will 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 as may be contemplated by the SEC Documents; (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 any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its terms; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) 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 consistent with past practices and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing; (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; (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 any of its securities, or propose to do any of the foregoing; (g) (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 Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assets; (h) materially 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, 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; (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 of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true and accurate; (l) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); or

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to carry on its business in the ordinary course of business. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of the Company, which will not be unreasonably withheld, conditioned or delayed, none of the Acquiring Companies will 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 as may be contemplated by the SEC Documents; (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 any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its terms; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) 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 consistent with past practices and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing; (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; (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 any of its securities, or propose to do any of the foregoing; (g) (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 Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assets; (h) materially 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, 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; (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 of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true and accurate; (l) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through (m) 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.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will writing (such consent not to be unreasonably withheld, 40 conditioned or delayed), as set forth on Part 4.2 of the Parent Disclosure Schedule, as expressly permitted or contemplated by this Agreement or by applicable Legal Requirements, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course 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 businessits 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 the Company, which will shall not be unreasonably withheld, conditioned or delayed, none of the Acquiring Companies Parent will not, and will not permit its Subsidiaries to, do any of the following: (a) except for the filing of an amendment to the Parent Amended and Restated Articles to effect the Reverse Split and increase the number of authorized shares of Parent Common Stock, amend or otherwise change its certificate articles of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may or form any subsidiary (other than the Spin-Out Sub to be contemplated by the SEC Documentsformed); (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 (includinginterest, without limitation, any phantom interest)including pursuant to the ATM Program, other than any conversion the shares of common stock to be issued as Merger Consideration, the issuance of shares of common stock issuable pursuant to stock options under currently existing employee stock option plans or exchange pursuant to outstanding warrants or other rights to convert into or exercise for shares of common stock, in each case outstanding as of the date hereof and solely to the extent such issuances comply with all applicable Legal Requirements and would not require public disclosure by Parent Preferred Stock for of material nonpublic information that Parent Common Stock in accordance with its termswould not otherwise be obligated to disclose or that is not reasonably available; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock, other than as may be required by the Reverse Split; (d) 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 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 practices practice, and provided all (ii) dispositions of such indebtedness is repaid, terminated obsolete or spun off at or prior to the Closingworthless 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 Parent 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, except the Spin-Out Sub Dividend and except that a wholly owned Subsidiary may declare 41 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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquiring 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 material Parent 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) 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 into, terminate or amend any material terms of any Parent Contract or grant any release or relinquishment of any material rights under any Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assetsassets 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 4.2(h); (hi) materially increase the compensation payable or to become payable to its directors, officers, employees or consultants or (A) grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officerofficer (except for officers who are terminated on an involuntary basis), employee or consultant, or ; and (B) establish, adopt, enter into into, amend or amend pay any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance severance, change of control or other plan, agreement, trust, fund, policy policy, payment, benefit or arrangement for the benefit of or to any such director, officer, consultant or employee, except for bonus awards that will be Liabilities of Spin-Out Sub upon the completion of the Parent Transactions; (ij) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jk) 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; (kl) pay, discharge discharge, satisfy, modify or satisfy renegotiate any claims, liabilities material claims or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the CompanyParent, or incurred payments, discharges or satisfactions made in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (lm) enter into any material partnership arrangements, joint development agreements or strategic alliances; (mn) permanently shut down fail to maintain or sell the Legacy Business;renew any Parent Permit; 42 (no) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration arbitration; (p) except as would not be material to Parent, incur any Liabilities, dispose of any assets or otherwise take any actions other than in each casethe ordinary course of business consistent with past practice, except in connection with this Agreement)which Liabilities, for the avoidance of doubt, shall be assumed by Spin-Out Sub pursuant to the Spin-Out; or (q) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(p) above.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to carry on its business in the ordinary course of business. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of the CompanyCompany Stockholders’ Written Consent, which will not be unreasonably withheld, conditioned or delayed, none of the Acquiring Companies will 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 as may be contemplated by the SEC Documents; (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 classParent Common Stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stockParent Common Stock, or any other ownership interest (including, without limitation, any phantom interest), other than any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its terms; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital StockCommon Stock (except pursuant to the Common Stock Repurchase Agreement); (d) 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 (ii) dispositions of obsolete or worthless assets, except consistent with past practices and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing; (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; (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 stockParent Common Stock, (ii) split, combine or reclassify any of its capital stock Parent 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 capital stock Parent Common Stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire any of its securities, or propose to do any of the foregoing; (gf) (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 Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assets; (h) materially 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, 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; (ig) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jh) 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; (ki) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true and accurate; (lj) enter into discharge or satisfy any material partnership arrangementsclaims, joint development agreements liabilities or strategic alliancesobligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of Company, or incurred in the ordinary course of business; (m) permanently shut down or sell the Legacy Business; (nk) 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, except in connection with this Agreement); or (l) take, or agree in writing or otherwise to take, any of the actions described in this Section 4.2(a)-(k) 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.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course of businesscourse, in substantially the same manner as conducted in the last three (3) months, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, and to pay or perform other material obligations when due. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement or the Financing Agreement, without obtaining the written consent of the Company, which Parent will not, and will not be unreasonably withheldpermit its Subsidiaries to, conditioned or delayed, none of the Acquiring Companies will do any of the following: (a) except for the Parent Certificate of Amendment, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documents; (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 any conversion the issuance of shares of common stock issuable pursuant to employee stock options under currently existing employee stock option plans or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its termspursuant 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 Parent Capital Stock; (d) 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, assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practices practice and provided all (ii) dispositions of such indebtedness is repaid, terminated obsolete or spun off at or prior to the Closingworthless 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; (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 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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries, or propose to do any of the foregoing; (g) (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 a Parent Contract or grant any release or relinquishment of any material rights under any Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assetsassets 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 4.2(g); (h) materially forgive any loans to any Person, including its employees, officers, directors or Affiliates; (i) 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, officerofficer (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 employeeemployee (other than securing a liability “tail” policy for the directors’ and officers’); (ij) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jk) 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; (kl) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the publicly filed financial statements of the CompanyParent, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (lm) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); (o) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through (n) 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; or (p) take any action that would cause the representation in Section 3.17 to become in accurate.

Conduct of Parent Business. During the Pre-Closing PeriodExcept as otherwise set forth on Schedule 6.02, Parent agreesas required by Law or any applicable Order, except to the extent that the Company consents in writingas permitted, which will not be unreasonably withheldrequired, conditioned contemplated or delayed, to carry on its business in the ordinary course of business. In addition, without limiting the foregoing, other than as expressly contemplated otherwise provided for by this Agreement, without obtaining Agreement or with the prior written consent of the Company, which will consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned, none during the period from the date of this Agreement to the earlier of the Acquiring Companies will do Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, Parent shall, and Parent shall cause each Subsidiary of Parent to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice. For the avoidance of doubt, the taking of any actions or consummation of any transactions that have been publicly disclosed prior to the date hereof shall not constitute any breach of this Section 6.02. Without limiting the generality of the followingforegoing, and except as otherwise set forth on Schedule 6.02, as required by Law or any Order 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, Parent shall not, and Parent shall cause each of its Subsidiaries not to, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned: (a) amend or otherwise change its the certificate of incorporation or bylaws, by-laws or otherwise alter its corporate structure through merger, liquidation, reorganization comparable organizational documents of Parent or otherwise, except as may be contemplated by the SEC Documentsany Subsidiary; (b) issue, sellreissue, sell or pledge, dispose of or encumber, or authorize or propose the issuance, salereissuance, pledge, disposition sale or encumbrance pledge of, any shares of capital stock of any classclass or series, or any optionssecurities convertible into capital stock of any class or series (other than upon exercise of Parent Options granted under the Parent Incentive Plan or the issuance of Parent Options or restricted shares of Parent Common Stock under the Parent Incentive Plan) of Parent or any of its Subsidiaries, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stock or convertible securities or other rights amend any terms of any kind to acquire any shares of capital stocksuch right, warrant, option, agreement or any other ownership interest (including, without limitation, any phantom interest), other than any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its termscommitment; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) 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 consistent with past practices and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing; (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; (i) declare, set aside, make aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) of assets in respect of any class or series of its capital stock, in each case, other than dividends and distributions by a Subsidiary of Parent to Parent or a wholly-owned Subsidiary of Parent; (iid) adjust, split, combine combine, subdivide 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 any option, warrant or right relating thereto; (iiie) amend the terms of(i) sell, repurchaselease, redeem transfer or otherwise acquire dispose of any of its securitiesmaterial 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 material properties, assets or rights in an amount not to exceed $50,000,000 in the aggregate; or (ii) acquire any properties, assets or rights in an amount in excess of $100,000,000 in the aggregate; (f) other than as permitted under Section 6.02(e), acquire by merging or consolidating with, or propose to do any by purchasing a substantial portion of the foregoingassets 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 ordinary course of business consistent with past practice and with purchase prices not in excess of $100,000,000 in the aggregate; (g) create, incur, assume or guarantee any Indebtedness, other than (i) acquire (by mergerpursuant to inter-company arrangements among or between Parent and one or more of the Subsidiaries or among or between Subsidiaries of Parent, 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 borrowings (or amend any incurrence of repayment obligation in respect of letters of credit) permitted or not prohibited under the Parent Contract, other than the Registration Rights Agreements; Credit Agreement or (iii) authorize any capital expenditures or purchase of fixed assetsthe Debt Financing; provided, that Parent and its Subsidiaries shall retain at all times at least $110,000,000 in undrawn revolver capacity under the Parent Credit Agreement; (h) materially increase settle or compromise any Litigation relating to the compensation payable Merger 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, 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;transactions contemplated by this Agreement; or (i) take any actionpermit Parent to dissolve, other than as required by applicable Legal Requirements wind-up 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 of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true and accurate; (l) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); orliquidate.

Conduct of Parent Business. During Parent covenants and agrees that, between the Pre-Closing Period, Parent agreesdate of this Agreement and the Effective Time, except to (i) with the extent that the Company consents in writingprior written consent of GT, which will may not be unreasonably withheld, conditioned withheld or delayed, to carry on its business in the ordinary course of business. In addition, without limiting the foregoing, other than (ii) as expressly contemplated by this AgreementAgreement or by the schedules hereto, without obtaining the written consent of the Company, which will not be unreasonably withheld, conditioned (iii) as required by Applicable Law or delayed, none of the Acquiring Companies will do any of the following(iv) for transactions between or among Parent and its subsidiaries: (a) the respective businesses of Parent and the Parent subsidiaries shall be conducted in the ordinary course and in a manner consistent with past practice, in each case in all material respects; (b) except to the extent required to comply with Applicable Law, Parent and each of the Parent subsidiaries shall not amend or otherwise change its certificate articles of incorporation or bylawsincorporation, as amended, or otherwise alter its corporate structure through mergeramended and restated bylaws or other equivalent governing documents, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documentsapplicable; (bc) Parent shall not, and shall not permit any of the Parent subsidiaries to, issue, sell, pledge, dispose of or of, grant, encumber, or authorize the issuance, sale, pledge, disposition disposition, grant or encumbrance of, of any shares of capital stock or equity interests of Parent or any classParent subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, stock or any other ownership interest equity interests (including, without limitation, any phantom interest), other than any conversion or exchange of Parent Preferred Stock for Parent Common Stock except in accordance with its terms; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares the terms of Parent Capital Stocksecurities outstanding on the date hereof); (d) 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 consistent with past practices and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing; (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; Parent shall not (i) declare, set aside, make or pay any dividend or other distribution (whether distribution, payable in cash, stock or equity interests, property or any combination thereof) in otherwise, with respect of to any of its shares of capital stock, stock or other securities or (ii) splitreclassify, combine combine, split or reclassify subdivide, or redeem, purchase or otherwise acquire (except in accordance with the terms of securities outstanding on the date hereof), directly or indirectly, any of its shares of 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 any of its securities, or propose to do any of the foregoing; (ge) Parent shall not, and shall not permit its subsidiaries to, (i) acquire (including, without limitation, by merger, consolidation, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or any division thereof thereof, (ii) acquire any material amount of assets, other than in the ordinary course of business, (iii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than Parent or any other material property of its subsidiaries), or assets; make any loans or advances or (iiiv) enter into or amend any Parent Contractcontract, other than the Registration Rights Agreements; agreement, commitment or arrangement with respect to any matter prohibited by this paragraph (iii) authorize any capital expenditures or purchase of fixed assetse); (hf) materially Parent shall not, and shall not permit its subsidiaries to, increase the compensation payable or to become payable to its directors, officers, employees officers or consultants or grant any severance or termination pay toemployees, or enter into any employment or severance agreement with, with or grant any severance or termination pay to any director, officerofficer or other employee of Parent or any of its subsidiaries, employee or consultantor, or except as required by Applicable Law, 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 officer or employee; (g) Parent shall not, and shall not permit any of its subsidiaries to, make any capital expenditures, except as required on an emergency basis, in any fiscal quarter exceeding its capital expenditure budget (a copy of which is attached hereto as Section 4.2(g) of the Parent Schedule) for such fiscal quarter by more than $5,000, excluding any capital expenditures (i) take to repair or replace equipment or inventory necessary to continue its operations in a manner consistent with such operations as of the date of this Agreement, (ii) to the extent covered by insurance proceeds and (iii) in amounts unspent but allowed in any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or proceduresprior quarter; (jh) make Parent shall not, and shall not permit any of its subsidiaries to, sell or change transfer any material tax election inconsistent with past practices, adopt Parent Properties 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 assets other than the payment(i) sales of supplies, discharge surplus or satisfaction obsolete equipment or inventory or (ii) sales of liabilities reflected or reserved against in the financial statements of the Company, or incurred other assets in the ordinary course of business; (i) Parent shall not, and shall not permit any of its subsidiaries to, (i) enter into any Parent Material Contract, “non-compete,” “non-solicit” or similar agreement that would materially restrict the businesses of the Surviving Entity or its subsidiaries or their ability to solicit customers or employees following the Effective Time, or any other than agreement that would be material to make Parent or any of its subsidiaries or (ii) terminate or amend or otherwise modify in any material respect, except in the Representatives ordinary course of business consistent with past practice, or knowingly violate in any material respect the Acquiring Companies found terms of, any Parent Material Contract or other agreement material to Parent or any of its subsidiaries; (j) Parent shall not, and shall not permit any of its subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger or consolidation of such entity; (k) Parent shall not, and shall not permit any of its subsidiaries to, change its methods of accounting, including Tax accounting, except in Section 3.5(d) of this Agreement true and accurateaccordance with changes in GAAP as concurred to by Parent’s independent auditors or, as applicable, Tax advisors; (l) Parent shall not, and shall not permit its subsidiaries to, enter into any material partnership arrangements, joint development agreements or strategic alliancesagreement pursuant to which any affiliate of Parent is a party that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (m) permanently shut down commence, settle or sell compromise any litigation, action or proceeding except for (i) settlements involving only monetary remedies with a value not in excess of $5,000 with respect to any individual litigation, action or proceeding or $10,000 in the Legacy Businessaggregate and (ii) the commencement of any litigation, action or proceeding in the ordinary course of business consistent with past practice; (n) initiate Parent shall not, and shall not permit its subsidiaries to, other than in the ordinary course of business consistent with past practice, reduce the amount of insurance coverage or fail to renew any litigationmaterial existing insurance policies; (o) Parent shall not, actionand shall not permit its subsidiaries to, suitcancel or permit to lapse any trademarks, proceedingtrade names, claim service marks, service names, logos, assumed names, copyrights or arbitration patents or settle applications or agree to settle any litigation, action, suit, proceeding, claim or arbitration (registrations thereof that are included in each case, except the Intellectual Property of Parent other than in connection the ordinary course of business consistent with this Agreement)past practice; or (p) Parent shall not, and shall not permit any of its subsidiaries (as applicable) to, agree or formally commit to do any of the foregoing.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to not carry on any business except as is required to maintain its business status as a reporting issuer in good standing in the ordinary course provinces of businessCanada in which Parent is a reporting issuer as of the date hereof, or as otherwise required in connection with the transactions contemplated by this Agreement. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of the Company, which will not be unreasonably withheld, conditioned or delayed, none of the Acquiring Companies will 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 as may be contemplated by the SEC Public Disclosure Documents; (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 any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its termsrespect to the Effective Date Financing; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) 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 consistent with past practices and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing; (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; (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 any of its securities, or propose to do any of the foregoing; (g) (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 Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assets; (h) materially 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, 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; (i) take any action, other than as required by applicable Legal Requirements or GAAPIFRS, 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 of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d3.5(c) of this Agreement true and accurate; (l) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through (m) 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.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to carry on its business in the ordinary course of business. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of the Company, which will not be unreasonably withheld, conditioned or delayed, none of the Acquiring Companies will 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 as may be contemplated by the SEC Documents; (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 any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its terms; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital StockStock (except pursuant to the Share Repurchase Agreement); (d) 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 assetsassets (except for (i) sales of assets in the ordinary course of business, except consistent with past practices (ii) dispositions of obsolete or worthless assets and provided all of such indebtedness is repaid, terminated or spun off at or prior (iii) pursuant to the ClosingSpin-Out Agreement); (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; (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 any of its securities, or propose to do any of the foregoing; (g) (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 Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assets; (h) materially 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, 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; (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 of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true and accurate; (l) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through (m) 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.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will writing (such consent not to be unreasonably withheld, conditioned or delayed), as set forth on Part 4.2 of the Company Disclosure Schedule, as expressly permitted by this Agreement or by applicable Legal Requirements, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course of businesscourse, 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, preserve its relationships with key customers, suppliers, distributors, licensors, licensees and others with which it has business dealings, in each case with respect to the AIR001 Program. In addition, without limiting the foregoing, other than as set forth on Part 4.2 of the Company Disclosure Schedule or as expressly contemplated by this Agreement, without obtaining the written consent of the Company, which will shall not be unreasonably withheld, conditioned or delayeddelayed (and in which event, none if Company has not objected in writing to any request for consent within 3 calendar days of the Acquiring Companies its receipt thereof, such consent shall be deemed irrevocably granted), Parent will not, and will not permit its Subsidiaries to, do any of the following: (a) except for the Parent Amended and Restated Charter, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documentsor 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 any conversion (i) the issuance of shares of common stock issuable pursuant to employee stock options under currently existing employee stock option plans or exchange of Parent Preferred Stock for Parent Common Stock 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) and (ii) pursuant to the ATM Program, in accordance each case to the extent such issuances comply with its termsall applicable Legal Requirements; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock, other than as may be required by the Reverse Split; (d) 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 Indebtedness or sell, pledge, dispose of or create an Encumbrance over any assets, assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practices practice, (ii) dispositions of obsolete or worthless assets and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing(iii) any Vepoloxamer Asset Sale)); (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 Parent 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, 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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquiring 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 Parent 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 Parent Contract (other than solely to decrease any payment obligation of the Acquiring Company) or grant any release or relinquishment of any material rights under any Parent Contract, other than with new obligations or losses of rights in excess of $50,000 in the Registration Rights Agreementsaggregate; or (iii) authorize any capital expenditures or purchase of fixed assetsassets 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 4.2(h); (hi) materially 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 Acquiring Company into or for equity securities of an Acquiring Company shall not be deemed a forgiveness of such Indebtedness); (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 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, or ; (iii) establish, adopt, enter into into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance severance, change of control or other plan, agreement, trust, fund, policy policy, payment, benefit or arrangement for the benefit of or to any such director, officer, consultant or employee, 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 Company prior to the date hereof); (ik) hire any directors, officers, employees or consultants or terminate any directors or officers; (l) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jm) make or change any material tax 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 Tax liability or agree to an extension of a statute of limitations for any assessment of any taxTax; (kn) pay, discharge discharge, satisfy, modify or satisfy renegotiate any claims, liabilities claims or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)Liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the Company, or incurred payments, discharges or satisfactions made in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (lo) enter into any material partnership arrangements, joint development agreements or strategic alliances; (mp) permanently shut down accelerate the collection of, or sell otherwise modify Parent’s customary accounting or treatment of, any receivables outside the Legacy Businessordinary course of business consistent with past practice, (q) sell, assign, convey or fail to maintain or renew any Parent Permit; (nr) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration (arbitration, in each casecase where Parent is claiming, except or would be reasonably likely to receive or become obligated for a liability, of more than $100,000 individually; (s) after the Net Cash Calculation is finalized pursuant to Section 1.10, dispose of any assets or otherwise take any actions other than in connection the ordinary course of business consistent with this Agreement)past practice so as to cause the final Net Cash Calculation to differ materially from actual Net Cash as of the Closing; (t) take any action that would cause the representation in Section 3.19 to become in accurate; or (u) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(t) above.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course 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 businessits 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 the Company, which Parent will not, and will not be unreasonably withheldpermit its Subsidiaries to, conditioned or delayed, none of the Acquiring Companies will do any of the following: (a) except for the Parent Amended and Restated Charter and to effectuate a reverse stock split of the Parent Common Stock, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documents; (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), other than any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its terms; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) 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, assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practices practice, and provided all (ii) dispositions of such indebtedness is repaid, terminated obsolete or spun off at or prior to the Closingworthless 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, in each case, other than as set forth in Part 4.2(e) of the Parent Disclosure Schedule; (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 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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities 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 Parent IP Rights (other than pursuant to 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) enter into or amend any material terms of any Parent Contract or grant any release or relinquishment of any material rights under any Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assetsassets 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 4.2(h)(i) through (iii); (hi) materially forgive any loans to any Person, including its employees, officers, directors or Affiliates; (j) 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, officerofficer (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 its directors or employeeofficers; (ik) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jl) 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, settle or compromise any material Tax claim, audit, or assessment for an amount materially in excess of the amount reserved or accrued on the most recent Parent Financials on file with the SEC, or amend any material Tax Returns or file claims for material Tax refunds; (km) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the CompanyParent or Merger Sub, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (ln) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (no) 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, except in connection with this Agreement) other than as set forth in Part 4.2(o) of the Parent Disclosure Schedule; (p) make any material expenditure outside of the ordinary course of business or that is inconsistent with past practices (provided that nothing herein shall prevent Parent from making payments on expenses incurred prior to the date of this Agreement); (q) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through (p) 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; orand (r) take any action that would cause the representation in Section 3.21 to become inaccurate.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except except: (i) to the extent that the Company consents in writing, which will writing (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as set forth on Section 6.12 of the Parent Disclosure Letter, or (iii) as expressly permitted by this Agreement or by applicable Laws, to carry on its business in accordance with good commercial practice and in substantially the ordinary course of businesssame 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, 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 the Company, which will shall not be unreasonably withheld, conditioned or delayeddelayed (and in which event, none if Company has not objected in writing to any request for consent within three (3) calendar days of the Acquiring Companies its receipt thereof, such consent shall be deemed irrevocably granted), Parent 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, or form any subsidiary, except pursuant to the Reverse Stock Split Proposal, as may be contemplated by such term is defined and described in the proxy statement filed with the SEC Documentsby Parent on August 29, 2022 (the “Reverse Stock Split Proposal”); (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 any conversion (i) equity awards to Parent employees, officers or exchange directors pursuant to the Parent Plans, (ii) the issuance of shares of Parent Preferred Common Stock issuable pursuant to employee stock options under the Parent Plans or pursuant to currently outstanding warrants or other rights to convert into or exercise for shares of Parent Common Stock, as the case may be, which options, warrants or rights, as the case may be, are outstanding on the date hereof, or (iii) the issuance of shares of Parent Common Stock and/or securities convertible or exercisable into shares of Parent Common Stock in accordance connection with its termsa Parent Financing; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Common Stock; (d) 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 Indebtedness or sell, pledge, dispose of or create an Encumbrance any Liens over any assets, assets (except (i) for sales of assets in the ordinary course of business and in a manner consistent with past practices and provided all practice, (ii) for dispositions of such indebtedness is repaidobsolete or worthless assets, terminated or spun off at or prior to the Closing(iii) Permitted Liens); (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 Parent Plans, Contract, this Agreement or applicable Laws; (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 stockParent Common Stock, except that a wholly owned Subsidiary may declare and pay a dividend to Parent, (ii) split, combine or reclassify any of its capital stock Parent 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 capital stock Parent Common Stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries, or propose to do any of the foregoing; (g) (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 Parent Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assets; (h) materially 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, 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; (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 of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true and accurate; (l) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); or

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will writing (such consent not to be unreasonably withheld, conditioned or delayed), as set forth on Part 4.02 of the Company Disclosure Schedule, as expressly permitted by this Agreement, in connection with a Parent Legacy Business Disposition or by applicable Legal Requirements, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course of businesscourse, 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, 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 set forth on Part 4.02 of the Company Disclosure Schedule or as expressly contemplated by this Agreement, without obtaining the written consent of the Company, which will shall not be unreasonably withheld, conditioned or delayeddelayed (and in which event, none if Company has not objected in writing to any request for consent within three (3) calendar days of the Acquiring Companies its receipt thereof, such consent shall be deemed irrevocably granted), Parent will not, and will not permit its Subsidiaries to, do any of the following: (a) except as expressly contemplated by Section 1.04(c), amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documentsor 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 any conversion (i) the issuance of shares of common stock issuable pursuant to employee stock options under currently existing employee stock option plans or exchange 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) or (ii) the issuance of shares of common stock issuable pursuant to equity grants to members of the Parent Preferred Stock for board of directors in an amount not to exceed 600,000 shares of Parent Common Stock in accordance the aggregate, in each case, to the extent such issuances comply with its termsall applicable Legal Requirements; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) 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 Indebtedness or sell, pledge, dispose of or create an Encumbrance over any assets, assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practices practice, and provided all (ii) dispositions of such indebtedness is repaid, terminated obsolete or spun off at or prior to the Closingworthless 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 the Parent Stock Option Plan, any Contract or this Agreement or as may be required by applicable Legal Requirements; (f) other than in connection with the Reverse Stock Split and Section 1.13, (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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquiring 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 Parent 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 Parent Contract (other than solely to decrease any payment obligation of the Acquiring Company) or grant any release or relinquishment of any material rights under any Parent Contract, other than with new obligations or losses of rights in excess of $50,000 in the Registration Rights Agreementsaggregate; or (iii) authorize any capital expenditures or purchase of fixed assetsassets 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); (hi) materially 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 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, or ; (iii) establish, adopt, enter into into, or amend any collective bargainingEmployee Benefit Plan, bonusexcept, profit sharingin 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, thriftincluding any severance, compensationtermination or change of control payments, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of in compliance with any such directoragreements or plans existing as of the date of this Agreement and the plans, officeragreements or terms of which were made available to the Company prior to the date hereof, consultant or employeeexcept as required by Legal Requirements; (ik) 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; (l) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jm) make or change any material tax 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 Tax liability or agree to an extension of a statute of limitations for any assessment of any taxTax; (kn) pay, discharge discharge, satisfy, modify or satisfy renegotiate any claims, liabilities claims or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)Liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the CompanyParent, or incurred payments, discharges or satisfactions made in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (lo) enter into any material partnership arrangements, joint development agreements or strategic alliances; (mp) permanently shut down accelerate the collection of, or sell otherwise modify Parent’s customary accounting or treatment of, any receivables outside the Legacy Business;ordinary course of business consistent with past practice, (nq) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration (arbitration, in each casecase where Parent is claiming, except 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 connection the ordinary course of business consistent with this Agreement)past practice; (s) take any action that would cause the representation in Section 3.21 to become inaccurate; or (t) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.02(a) through 4.02(s) above.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents Consents in writing, which will writing (such Consent not to be unreasonably withheld, conditioned or delayed), or as expressly permitted by this Agreement, in connection with a Permitted Financing or in connection with a Parent Restructuring (but only to the extent effected in compliance with the provisions of Section 5.28 or by applicable Legal Requirements, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course of businesscourse, 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, 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 Consent of the Company, which will shall not be unreasonably withheld, conditioned or delayeddelayed (and in which event, none if Company has not objected in writing to any request for Consent within 3 calendar days of the Acquiring Companies its receipt thereof provided that at least one full Business Day is included, such Consent shall be deemed irrevocably granted), Parent will not, and will not permit its Subsidiaries to, do any of the following: (a) except for the Parent Charter Amendment, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documentsor form any subsidiary; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance 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 any conversion or exchange (i) the issuance of Parent Preferred Stock for shares of Parent 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 or warrants, as the case may be, are outstanding on the date hereof to the extent such issuances comply with all applicable Legal Requirements, and (ii) in accordance connection with its termsa Permitted Financing; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Common Stock; (d) incur any indebtedness or guarantee any indebtedness for borrowed money or issue 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, assets (except for (i) sales of assets in the ordinary course of business consistent with past practices practices, and provided all (ii) dispositions of such indebtedness is repaid, terminated obsolete or spun off at or prior to the Closingworthless 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 Parent Stock Option Plan, Contract or this Agreement or as may be required by applicable Legal Requirements; (f) other than with respect to the Reverse Split or as contemplated in Section 5.17 (Parent Warrants; Parent Preferred Stock): (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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquiring 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 Parent Owned 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 Parent Contract (other than solely to decrease any payment obligation of the Acquiring Company) or grant any release or relinquishment of any material rights under any Parent Contract, other than with new obligations or losses of rights in excess of $25,000 in the Registration Rights Agreementsaggregate; or (iii) authorize any capital expenditures or purchase of fixed assetsassets which are, in the aggregate, in excess of $25,000, 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); (hi) materially forgive any loans to any Person, including its employees, officers, directors or Affiliates; (i) except in the ordinary course of business and consistent with prior practices, increase the wages, salary, commissions, fringe benefits or other compensation or remuneration payable or to become payable to its directors, officers, employees or consultants 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, ; or (iii) establish, adopt, enter into into, or amend any collective bargainingEmployee Benefit Plan, bonusexcept, profit sharingin 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, thriftincluding any severance, compensationtermination or change of control payments, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of in compliance with any such directoragreements or plans existing as of the date of this Agreement and the plans, officeragreements or terms of which were made available to Company prior to the date hereof, consultant or employeeexcept as required by Legal Requirements; (ik) 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; (l) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jm) make or change any material tax 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 Tax liability or agree to an extension of a statute of limitations for any assessment of any taxTax; (kn) pay, discharge discharge, satisfy, modify or satisfy renegotiate any claims, liabilities claims or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)Liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the CompanyParent, or incurred payments, discharges or satisfactions made in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (lo) enter into any material partnership arrangements, joint development agreements or strategic alliances; (mp) permanently shut down accelerate the collection of, or sell otherwise modify Parent’s customary accounting or treatment of, any receivables outside the Legacy Businessordinary course of business consistent with past practice; (nq) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration (arbitration, in each casecase where one or more Acquiring Companies 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; (s) take any action that would cause the representation in Section 3.20 to become inaccurate; (t) enter into or amend or modify any Parent Contract or any lease with respect to material real estate or any other Contract or lease that, if in effect as of the date hereof would constitute a Parent Contract or lease with respect to material real estate hereunder; (u) except in connection with to the extent expressly permitted by this Agreement), take any action that is intended or that would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the consummation of the Merger or the other Transactions; (v) cause or permit Parent to become an issuer identified in Rule 144(i)(1)(i) of the Securities Act; or (w) take, or agree in writing or otherwise to take, any of the actions described in Section 4.02(a) through Section 4.02(v) above. For the avoidance of doubt, nothing contained in this Agreement shall give Company, directly or indirectly, the right to control or direct the operations of Parent prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business operations.

Conduct of Parent Business. During the Pre-Closing Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time of Merger I, Parent agrees, except to the extent that the Company consents in writing, writing (which will consent shall not be unreasonably withheld, conditioned or delayed), to carry on its business diligently and in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course of businesscourse, in substantially the same manner as conducted in the last twelve (12) months, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, and to pay or perform other material obligations when due. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement, without obtaining the written consent of the Company, Company (which will consent shall not be unreasonably withheld, conditioned or delayed), none of the Acquiring Companies will Parent shall not, and shall 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 as may be contemplated by the SEC Documents; (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 any conversion or exchange ) (except for the issuance of shares of common stock upon exercise of Parent Preferred Stock for Options under the Parent Common Stock in accordance with its termsOption 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 Parent Capital Stockcapital stock of such party; (d) 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 encumber any assets, assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practices practice and provided all (ii) dispositions of such indebtedness is repaid, terminated obsolete or spun off at or prior to the Closingworthless assets); (e) fail to make any expenditures that are necessary and sufficient to maintain the conditions of its properties, facilities and equipment, including, without limitation, budgeted expenditures relating to maintenance, repair and replacement; (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 optionsoptions except as may be required with respect to Parent Options under the Parent Option Plans; (g) (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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries, or propose to do any of the foregoing; (gh) sell, transfer, license, sublicense or otherwise dispose of any material IP Rights, or amend or modify any existing agreements with respect to any material IP Rights; (i) (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 assetsthereof; (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee (other than guarantees of bank debt of its Subsidiaries entered into in the ordinary course of business) or endorse or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances, except in the ordinary course of business consistent with past practice; (iii) enter into or amend any Parent Contract, other than the Registration Rights Agreements; or (iiiiv) authorize any capital expenditures or purchase of fixed assetsassets which are, in the aggregate, in excess of $50,000, taken as a whole; (v) enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 4.2(i); or (vi) engage in any new business; (hj) materially increase the compensation payable or to become payable to its directors, officersofficers or employees, except for increases in salary or wages of employees or consultants who are not officers in accordance with past practices, or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer, employee officer or consultantother employee, 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 employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit of any such director, officer, consultant or employee; (ik) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jl) make or change any material tax election inconsistent with past practices, adopt or change any Tax accounting method, practices 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; (km) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, business and consistent with past practice or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of as otherwise contemplated by this Agreement true and accurateAgreement; (ln) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (no) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration arbitration; (p) take, or agree in each casewriting or otherwise to take, except any of the actions described in connection with Sections 4.2(a) through (o) above. If Parent wishes to obtain the consent of Company to take actions for which prior consent is required pursuant to this Agreement); orSection 4.2, Parent shall request such consent in writing by telecopy to the attention of the Chief Executive Officer and the Chief Financial Officer of Company. A consent signed by either such officers shall be deemed sufficient for purposes hereof.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents Consents in writing, which will writing (such Consent not to be unreasonably withheld, conditioned or delayed), or as expressly permitted by this Agreement, or by applicable Legal Requirements, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course of businesscourse, 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 best efforts consistent with past practices and policies to preserve intact its present business organization, 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 the Company, which will shall not be unreasonably withheld, conditioned or delayeddelayed (and in which event, none if Company has not objected in writing to any request for Consent within 3 calendar days of the Acquiring Companies its receipt thereof provided that at least one full Business Day is included, such Consent shall be deemed irrevocably granted), Parent will not, and will not permit its Subsidiaries to, do any of the following: (a) except for the Parent Charter Amendment, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documentsor form any subsidiary; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance 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 any conversion or exchange the issuance of Parent Preferred Stock for shares of Parent Common Stock issuable pursuant to Company Options or Company RSUs award agreements currently in accordance effect under the Parent Equity Plans or pursuant to currently outstanding warrants, as the case may be, which options, restricted stock units or warrants, as the case may be, are outstanding on the date hereof to the extent such issuances comply with its termsall applicable Legal Requirements; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) incur any indebtedness or guarantee any indebtedness for borrowed money or issue 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 dispositions of obsolete or worthless assets, except consistent with past practices and provided all of such indebtedness is repaid, terminated or spun off at or prior to the Closing); (e) accelerate, amend or change the period (or permit any acceleration, amendment or change) of exercisability of options Parent Options, Parent RSUs or warrants or authorize cash payments in exchange for any optionsequity interests, except as may be required under any Parent Equity 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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries (except pursuant to any Contract to which an Acquiring 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 Parent owned 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 Parent Contract (other than solely to decrease any payment obligation of the Acquiring Company) or grant any release or relinquishment of any material rights under any Parent Contract, other than with new obligations or losses of rights in excess of $10,000 in the Registration Rights Agreementsaggregate; or (iii) authorize any capital expenditures or purchase of fixed assetsassets which are, in the aggregate, in excess of $10,000, 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); (hi) materially 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 or individual consultants; (ii) grant any severance severance, retention, change in control, termination or termination similar pay to, or enter into or amend any employment or severance agreement with, any directorof its directors, officerofficers, employee employees or consultant, individual consultants; or (iii) establish, adopt, enter into into, or amend any collective bargainingEmployee Benefit Plan, bonusexcept, profit sharingin 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, thriftincluding any severance, compensationretention, stock optiontermination or change of control payments, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of in compliance with any such directoragreements or plans existing as of the date of this Agreement and the plans, officeragreements or terms of which were made available to Company prior to the date hereof, consultant or employeeexcept as required by Legal Requirements; (ik) 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; (l) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jm) make or change any material tax 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 Tax liability or agree to an extension of a statute of limitations for any assessment of any taxTax; (kn) pay, discharge discharge, satisfy, modify or satisfy renegotiate any claims, liabilities claims or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)Liabilities, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the CompanyParent, or incurred payments, discharges or satisfactions made in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (lo) enter into any material partnership arrangements, joint development agreements or strategic alliances; (mp) permanently shut down accelerate the collection of, or sell otherwise modify Parent’s customary accounting or treatment of, any receivables outside the Legacy Businessordinary course of business consistent with past practice; (nq) initiate any litigation, action, suit, proceeding, claim or arbitration or settle or agree to settle any litigation, action, suit, proceeding, claim or arbitration (arbitration, in each casecase where one or more Acquiring Companies is claiming, or would be reasonably likely to receive or become obligated for a liability, of more than $10,000 individually; (r) dispose of any assets or otherwise take any actions other than in the ordinary course of business consistent with past practice; (s) take any action that would cause the representation in Section 3.18 to become inaccurate; (t) enter into or amend or modify any Parent Contract or any lease with respect to material real estate or any other Contract or lease that, if in effect as of the date hereof would constitute a Parent Contract or lease with respect to material real estate hereunder; (u) except in connection with to the extent expressly permitted by this Agreement), take any action that is intended or that would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the consummation of the Merger or the other Transactions; (v) cause or permit Parent to become an issuer identified in Rule 144(i)(1)(i) of the Securities Act; or (w) take, or agree in writing or otherwise to take, any of the actions described in Section 4.01(a) through Section 4.01(v) above. For the avoidance of doubt, nothing contained in this Agreement shall give Company, directly or indirectly, the right to control or direct the operations of Parent prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business operations.

Conduct of Parent Business. During the Pre-Closing Period, Parent agrees, except to the extent that the Company consents in writing, which will not be unreasonably withheld, conditioned or delayed, to carry on its business in accordance with good commercial practice and to carry on its business in the usual, regular and ordinary course of businesscourse, in substantially the same manner as conducted in the last three (3) months, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, and to pay or perform other material obligations when due. In addition, without limiting the foregoing, other than as expressly contemplated by this AgreementAgreement or the Financing Commitment Letter, without obtaining the written consent of the Company, which Parent will not, and will not be unreasonably withheldpermit its Subsidiaries to, conditioned or delayed, none of the Acquiring Companies will do any of the following: (a) except for the Parent Amended and Restated Charter, amend or otherwise change its certificate of incorporation or bylaws, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise, except as may be contemplated by the SEC Documents; (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), other than any conversion or exchange of Parent Preferred Stock for Parent Common Stock in accordance with its terms; (c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Parent Capital Stock; (d) 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, assets (except for (i) sales of assets in the ordinary course of business and in a manner consistent with past practices practice and provided all (ii) dispositions of such indebtedness is repaid, terminated obsolete or spun off at or prior to the Closingworthless 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; (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 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 acquire, or permit any Subsidiary to repurchase, redeem or otherwise acquire, any of its securitiessecurities or any securities of its Subsidiaries, or propose to do any of the foregoing; (g) (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 a Parent Contract or grant any release or relinquishment of any material rights under any Company Contract, other than the Registration Rights Agreements; or (iii) authorize any capital expenditures or purchase of fixed assetsassets 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) materially forgive any loans to any Person, including its employees, officers, directors or Affiliates; (i) 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, officerofficer (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; (ij) take any action, other than as required by applicable Legal Requirements or GAAP, to change accounting policies or procedures; (jk) 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; (kl) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of the Company, or incurred in the ordinary course of business, or other than to make the Representatives of the Acquiring Companies found in Section 3.5(d) of this Agreement true business and accurateconsistent with past practice; (lm) enter into any material partnership arrangements, joint development agreements or strategic alliances; (m) permanently shut down or sell the Legacy Business; (n) 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, except in connection with this Agreement); (o) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through (n) 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; or (p) take any action that would cause the representation in Section 3.18 to become in accurate.